EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Principal Paying Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non- 4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of the Issuer: 4.2.1 to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note; 4.2.2 to authenticate such Permanent Bearer Global Note; 4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note; and 4.2.4 if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note, 4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Terms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer: 4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and 4.3.2 to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (i) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes. 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a 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 Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note. 4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in
Appears in 3 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a an NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Ordinary Note Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a an NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
4.8 Registered Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa. Bearer Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa.
Appears in 3 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon As soon as reasonably practicable after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the relevant Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a the Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the relevant Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction in the nominal amount represented by the relevant Registered Global Note(s) and (b) to cancel or increase (arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be) in, shall notify the relevant Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
4.8 In the event that Definitive Notes are issued and an Agent informs the relevant Issuer that it is unable to perform its obligations under this Agreement, the Issuers and the Guarantor shall forthwith appoint an additional Agent in accordance with this Agreement which is able to perform such obligations.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a an NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Ordinary Note Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a an NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
4.8 Registered Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa. Bearer Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a an NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Ordinary Note Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a an NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
4.8 Registered Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa. Bearer Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 (1) The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. (2) Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the IssuerIssuer and instructed:
4.2.1 (a) to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) to authenticate such Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGN, (c) to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,.
4.3 (3) Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 (4) Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 (5) Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer
(a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
(6) The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
(7) The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes (if applicable), Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Fiscal Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon As soon as reasonably practicable after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Fiscal Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Fiscal Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Fiscal Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Fiscal Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Fiscal Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Fiscal Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Fiscal Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a the] Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction in the nominal amount represented by the relevant Registered Global Note(s) and (b) to cancel or increase (arrange for the cancellation of the relevant Registered Global Note.
4.6 The Fiscal Agent or the Registrar, as the case may be) in, shall notify the Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Fiscal Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Fiscal Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a the Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction in the nominal amount represented by the relevant Registered Global Note(s) and (b) to cancel or increase (arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be) in, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuerrelevant Issuer and instructed:
4.2.1 in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the
4.2.2 in the Temporary Bearer Global Note applicable to such Tranche by attaching a copy case of the applicable Final Terms to a copy first Tranche of the master Permanent any Series of Bearer Global Note;
4.2.2 Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 in the case of the first Tranche of any Series of Bearer Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
4.2.5 in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
4.2.6 in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 to authenticate the Definitive Bearer Notes Note(s) in accordance with the provisions of this Agreement; and
4.3.2 to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, Note(s) (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or (and, in the case of Definitive Registered Notes) (iii) , as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a 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 Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.any
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the relevant Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note recording the exchange and reduction or increase,
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as (c) in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary first Tranche of any Series of Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGNNotes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note,; and
(d) in any other case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed: (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ; and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) Note shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to make all appropriate entries in the Register and endorsed to reflect cancel or arrange for the reduction cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or increase (the Registrar, as the case may be) in, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable the Principal Paying Agent and the Registrar to comply with their respective obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Principal Paying Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as (c) in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGNfirst Tranche of any Series of Notes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,; and
4.3 (d) in the case of a subsequent Tranche of any Series of Notes to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part.
4.2 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 4.3 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, in bearer form shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 4.4 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction or increase (as the case may be) inin the nominal amount represented by the relevant Registered Global Note(s) and (b) in the case of a total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.5 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.6 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Bearer Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-Eurosystem- eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (ia) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (iib) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed the Register (as defined in Clause 10.2) shall be amended to reflect such exchange by the reduction Registrar or increase on its behalf. The Registrar is authorised on behalf of the Issuer
(a) to make all appropriate entries in the Register and (b) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Agent or the Registrar, as the case may be) in, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, the appropriate number of unmatured Coupons and Talons attached, to enable each of the Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the IssuerIssuer and instructed:
4.2.1 (a) to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) to authenticate such Permanent Bearer Global Note;; and
4.2.3 if the Permanent Bearer Global Note is a CGN, (c) to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and Luxembourg, to hold on behalf of the Issuer pending its exchange for the such Temporary Bearer Global Note,.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, each of the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit Registrars is hereby authorised by the relevant Issuer and instructed:
(a) to authenticate such Definitive Bearer Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, Note(s) (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or (and, in the case of Definitive Registered Notes) (iii) , as the relevant Registrar may be directed by the holder of the such Definitive Registered Notes.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent or on its behalf to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part portion of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the relevant Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the relevant Registrar or on its behalf. The Registrars are hereby authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the relevant Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of such Global Note to be exchanged in connection therewith.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrars sufficient numbers of executed Definitive Notes with, (in the case of Definitive Bearer Notes) if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrars to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction or increase (as the case may be) inin the nominal amount represented by the relevant Registered Global Note(s) and (b) in the case of a total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer and the Guarantor immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction or increase (as the case may be) inin the nominal amount represented by the relevant Registered Global Note(s) and (b) in the case of a total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer and the Guarantor immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Supplemental Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as (c) in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary first Tranche of any Series of Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGNNotes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note,; and
(d) in any other case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed: (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ; and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) Note shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to make all appropriate entries in the Register and endorsed to reflect cancel or arrange for the reduction cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or increase (the Registrar, as the case may be) in, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable the Principal Paying Agent and the Registrar to comply with their respective obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note which is exchangeable in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as (c) in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary first Tranche of any Series of Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGNNotes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note,; and
(d) in the case of a subsequent Tranche of any Series of Notes, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as is authorised by the case may be, the Registrar shall deliver or deposit the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon The Principal Paying Agent shall immediately, and in any exchange event within three Business Days (being days when banks are open for business in the city in which the specified office of all the Principal Paying Agent is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it or (ii) following the endorsement of a part reduction in nominal amount of an interest in a Registered Global Note for exchange into Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented authenticate and deliver at its specified office to the Registrar transferee or (at the risk of the transferee)
4.6 The Principal Paying Agent shall, if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and endorsed (ii) a sum sufficient to reflect cover any stamp duty, tax or other governmental charge that may be imposed in relation to the reduction registration;
4.7 The Principal Paying Agent or increase (the Registrar, as the case may be) in, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.8 The Issuer undertakes to deliver to the Principal Paying Agent sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Global Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon As soon as reasonably practicable after determining the Exchange Date in respect of any Tranche, the Principal Paying Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall delivernotify its determination to the relevant Issuer, upon notice from the Trustee, the other Agents, the relevant Dealer and Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Global Bearer Global Note is to be exchanged for a Permanent Global Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuerrelevant Issuer and instructed:
4.2.1 (a) to prepare and complete a Permanent Global Bearer Global Note in accordance with the terms of the Temporary Global Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Bearer Global Note;
4.2.2 (b) to authenticate such the Permanent Global Bearer Global Note;
4.2.3 (c) if the Permanent Global Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Global Bearer Global Note to the common depositary which is holding the Temporary Global Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Global Bearer Global Note; and;
4.2.4 (d) if the Permanent Global Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Global Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Global Bearer Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note,Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is an NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant Series.
4.3 Where a Global Bearer Note is to be exchanged for Definitive Bearer Notes or a Definitive Registered Note for a Registered Global Note in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (i) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Global Bearer Global Note for an interest in a Permanent Global Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Global Bearer Global Note or a Permanent Global Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Bearer Global Note or (ii) in the case of any Global Bearer Global Note which is a NGN, instruct Euroclear and Clearstream 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 Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Global Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Bearer Global Note recording the exchange and reduction or increase, ; (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versafor a Registered Global Note, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the relevant Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase and (b) to make all appropriate entries in the Register.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Bearer Notes in accordance with the provisions of a Global Bearer Note and the aggregate nominal amount of the Global Bearer Note to be exchanged.
4.7 The relevant Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Bearer Notes and Definitive Registered Notes with, in the case of Definitive Bearer Notes, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note; and
4.2.4 if (c) in the Permanent Bearer Global Note is a NGNcase of the first Tranche of any Series of Notes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed: (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ; and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer: (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase; (b) to make all appropriate entries in the Register; and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes, if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Principal Paying Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of the Issuer:
4.2.1 to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 to authenticate such Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Terms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (i) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a 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 Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase,
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the relevant Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Bearer Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Notes is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subseqent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes Note(s) in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, Note(s) (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or (and, in the case of Definitive Registered Notes) (iii) , as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the relevant Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register, (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note and (d) where ENEL S.A. is the relevant Issuer, to inform ENEL S.A. forthwith of any change made to the entries in order to enable ENEL S.A. to keep an up-to-date copy of the Register at its registered office. For the avoidance of doubt and where ENEL S.A. is the relevant Issuer, in the case of any discrepancy between the information set forth in the Register held by the Registrar and the copy of the Register held by the Issuer at its registered office, the information set forth in the copy of the Register held by the Issuer at its registered office shall prevail for Luxembourg law purposes.
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall (i) notify the relevant Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged and (ii) where ENEL S.A. is the relevant Issuer, inform ENEL S.A. forthwith of any change made to the entries in order to enable ENEL S.A. to keep an up-to-date copy of the Register at its registered office. For the avoidance of doubt and where ENEL S.A. is the relevant Issuer, in the case of any discrepancy between the information set forth in the Register held by the Registrar and the copy of the Register held by the Issuer at its registered office, the information set forth in the copy of the Register held by the Issuer at its registered office shall prevail for Luxembourg law purposes.
4.7 The relevant Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, (in the case of Definitive Bearer Notes) if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, and Euroclear and Clearstream, Luxembourg and any other relevant clearing systemor the CMU (as applicable). On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note Luxembourg or Definitive Bearer Notes, the CMU (as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing systemapplicable), a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as (c) in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary first Tranche of any Series of Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGNNotes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary or sub-custodian which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate or the CMU (as applicable) either in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note,; and
(d) in any other case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or the CMU (iias applicable) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed: (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ; and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) Note shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to make all appropriate entries in the Register and endorsed to reflect cancel or arrange for the reduction cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or increase (the Registrar, as the case may be) in, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable the Principal Paying Agent and the Registrar to comply with their respective obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-Eurosystem- eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a an NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Ordinary Note Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a an NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
4.8 Registered Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa. Bearer Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the relevant Issuer, the other Agents, the Trustee, the relevant Dealer, Euroclear and ClearstreamDTC, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the relevant Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Bearer Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its either in exchange for such Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of such partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Bearer Notes if the Permanent Bearer Global Note is a NGN, to deliver the such Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGNNGN or a Permanent Bearer Global Note which is a Non-eligible NGN in respect of which the relevant Issuer has notified the Principal Paying Agent that effectuation is to be applicable) and to hold on behalf of the relevant Issuer pending its the exchange for of the Temporary Bearer Global Note for the Permanent Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is hereby authorised by the relevant Issuer:
(a) to authenticate such Definitive Note(s) in accordance with the terms provisions of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:Trust Deed;
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNote(s) to or to the order of DTC, Euroclear and/or Clearstream, Luxembourg (as applicable); and
(c) make all appropriate entries on the relevant Global Note or (ii) with Euroclear Nederland or (in the case of Definitive Registered Notes) Register (iii) as the Registrar may be directed by the holder of the Definitive Registered Notesdefined in subclause 10.2(a)).
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, (a) if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent or on its behalf to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or or, (iib) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed each Issuer
(ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange such exc hange and reduction or increase, (bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect reflec t such exchange and (ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part portion of an interest in a Registered Global Rule 144A Note for Definitive Registered Notes an interest in a Regulation S Note or vice versa, the relevant Registered Global Note(sfollowing receipt of a Transfer Certificate (as applicable) shall be presented to the Registrar and endorsed is hereby authorised on behalf of each Issuer to reflect make all appropriate entries in the reduction Register.
4.6 The Principal Paying Agent or increase (the Registrar, as the case may be, shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of such Global Note to be exchanged in connection therewith.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, (in the case of Definitive Bearer Notes) inif applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply w ith its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the IssuerIssuer and instructed:
4.2.1 in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary first Tranche of any Series of Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGNNotes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note,; and
4.2.4 in any other case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the relevant Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the relevant Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the relevant Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the relevant Registrar or on its behalf. The relevant Registrar is authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) to make all appropriate entries in the relevant Register and (c) in the case of a total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or the relevant Registrars, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes (if applicable), Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrars to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Not Specified in the Provided Text
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the relevant Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the relevant Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a an NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is an NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(sIssuer and instructed:
(a) to authenticate, in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose of the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:
4.3.1 to authenticate Agent, the Definitive Bearer Notes or, in the case of the Registrar, the Definitive Registered Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder holders of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a 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 Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inor
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Fiscal Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Fiscal Agent shall notify such its determination to the Issuer, the other Agents, the relevant DealerDealer or Regulation S Direct Investor(s), Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Fiscal Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global NoteNote (either manually or electronically);
4.2.3 (c) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,
(e) in the case of a subsequent Tranche of any Series of Notes, if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Fiscal Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes (which may be done by way of electronic signatures) in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Fiscal Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Fiscal Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Fiscal Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Fiscal Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note or IAI Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed by the Registrar to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Fiscal Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable each of the Fiscal Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the Issuer, the Trustee, the other Agents (other than the Portuguese Paying Agent), the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such Permanent Bearer Global NoteNote in accordance with the provisions of the Trust Deed;
4.2.3 (c) in the case of the first Tranche of any Series of Bearer Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Bearer Notes, if the Permanent Bearer Global Note is a NGN, to deliver the such Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a an Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is hereby authorised by the relevant Issuer and instructed:
(a) to authenticate such Definitive Note(s) in accordance with the terms provisions of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this AgreementTrust Deed; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, Note(s) (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or (and, in the case of Definitive Registered Notes) (iii) , as the Registrar may be directed by the holder of the such Definitive Registered Notes.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shallNote, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent or on its behalf to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Terms and Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, CGN to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is hereby authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented thereby and, in either case, to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer forthwith upon receipt of a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of such Global Note to be exchanged in connection therewith.
4.7 The Issuer (failing which, the Guarantor) undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, (in the case of Definitive Bearer Notes) if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Second Supplemental Agency Agreement (PT Portugal, SGPS, S.A.)
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the relevant Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Bearer Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer Issuers pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper Common Safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer Issuers pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified Common Safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuers and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer Issuers and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuers (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The relevant Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Issuing and Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon As soon as reasonably practicable after determining the any Exchange Date in respect of any TrancheDate, the Issuing and Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Issuing and Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Issuing and Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as (c) in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary first Tranche of any Series of Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGNNotes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note,; and
(d) in the case of a subsequent Tranche of any Series of Bearer Notes, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Issuing and Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Issuing and Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Issuing and Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Issuing and Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Temporary Bearer Global Note or Permanent Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Issuing and Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Temporary Bearer Global Note or Permanent Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Temporary Bearer Global Note or Permanent Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Temporary Bearer Global Note or Permanent Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
4.6 The Issuing and Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Issuing and Principal Paying Agent and the Registrar, not later than 10 London business days before the due date for exchange of any Global Note for Definitive Notes, sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Issuing and Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the relevant Issuer, the Guarantor (where the relevant Issuer is UUWF), the other Agents, the Trustee, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the relevant Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the relevant Issuer pending its exchange for such Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as aforesaid; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is hereby authorised by the relevant Issuer and instructed to:
(a) authenticate such Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 to (b) deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, Note(s) (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent or on its behalf to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised and instructed on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a the Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the relevant Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction or increase (as the case may be) inin the nominal amount represented by the relevant Registered Global Note(s) and (b) in the case of a total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of such Global Note to be exchanged in connection therewith.
4.7 The relevant Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note which is exchangeable in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as (c) in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary first Tranche of any Series of Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGNNotes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note,; and
(d) in any other case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions and (where applicable) the Additional Note Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all The Principal Paying Agent or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versathe Registrar, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.6 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes, if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall shall:
(ia) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or Note; or
(iib) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed:
(ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ;
(bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and exchange; and
(ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a the Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction in the nominal amount represented by the relevant Registered Global Note(s) and (b) to cancel or increase (arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be) in, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor (where the relevant Issuer is ASB Finance), the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the relevant Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as (c) in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary first Tranche of any Series of Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGNNotes, to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note,; and
(d) in any other case, to attach a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) Note shall be presented to the Registrar. The Registrar is authorised on behalf of the relevant Issuer to make all appropriate entries in the Register and endorsed to reflect cancel or arrange for the reduction or increase (cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) inimmediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The relevant Issuer (failing which the Guarantor, where the relevant Issuer is ASB Finance) undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a the Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction in the nominal amount represented by the relevant Registered Global Note(s) and (b) to cancel or increase (arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be) in, shall notify the Issuer promptly after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon As soon as reasonably practicable after determining the Exchange Date in respect of any Tranche, the Principal Paying Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from notify its determination to Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the relevant Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a the Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the relevant Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction in the nominal amount represented by the relevant Registered Global Note(s) and (b) to cancel or increase (arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be) in, shall notify the relevant Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The relevant Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note;
4.2.3 if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as (c) in the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGN, first Tranche of any Series of Notes to deliver the Permanent Bearer Global Note to the common safekeeper depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and Clearstream to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,; and
(d) in the case of a subsequent Tranche of any Series of Notes to attach a copy of the applicable Pricing Supplement to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or Clearstream and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a the Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar and endorsed is authorised on behalf of the Issuer to reflect (a) make all appropriate entries in the Register reflecting the reduction in the nominal amount represented by the relevant Registered Global Note(s) and (b) cancel or increase (arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be) in, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the IssuerIssuer and instructed:
4.2.1 (a) to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) to authenticate such Permanent Bearer Global Note;; and
4.2.3 if the Permanent Bearer Global Note is a CGN, (c) to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note; and
4.2.4 if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and Luxembourg, to hold on behalf of the Issuer pending its exchange for the such Temporary Bearer Global Note,.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, each of the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit Registrars is hereby authorised by the relevant Issuer and instructed:
(a) to authenticate such Definitive Bearer Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, Note(s) (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or (and, in the case of Definitive Registered Notes) (iii) , as the relevant Registrar may be directed by the holder of the such Definitive Registered Notes.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent or on its behalf to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part portion of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the relevant Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the relevant Registrar or on its behalf. The Registrars are hereby authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the relevant Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of such Global Note to be exchanged in connection therewith.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrars sufficient numbers of executed Definitive Notes with, (in the case of Definitive Bearer Notes) if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrars to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to PTIF, PT, the IssuerTrustee, the other Agents (other than the Portuguese Paying Agent), the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing systemLuxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. .
4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such Permanent Bearer Global NoteNote in accordance with the provisions of the Trust Deed;
4.2.3 (c) in the case of the first Tranche of any Series of Bearer Notes, if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Bearer Notes, if the Permanent Bearer Global Note is a NGN, to deliver the such Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a an Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is hereby authorised by the relevant Issuer and instructed:
(a) to authenticate such Definitive Note(s) in accordance with the terms provisions of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this AgreementTrust Deed; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, Note(s) (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or (and, in the case of Definitive Registered Notes) (iii) , as the Registrar may be directed by the holder of the such Definitive Registered Notes.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shallNote, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent or on its behalf to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Terms and Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, CGN to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inin its/their nominal amount by the Registrar or on its behalf. The Registrar is hereby authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented thereby and, in either case, to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer forthwith upon receipt of a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of such Global Note to be exchanged in connection therewith.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, (in the case of Definitive Bearer Notes) if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the relevant Issuer, the other Agents, the Trustee, the relevant Dealer, Euroclear and ClearstreamDTC, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf by the relevant Issuer and instructed:
(a) in the case of the Issuer:
4.2.1 first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
4.2.2 (b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such Permanent Bearer Global Note;
4.2.3 (c) in the case of the first Tranche of any Series of Bearer Notes if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its either in exchange for such Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of such partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note; and;
4.2.4 (d) in the case of the first Tranche of any Series of Bearer Notes if the Permanent Bearer Global Note is a NGN, to deliver the such Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGNNGN or a Permanent Bearer Global Note which is a Non-eligible NGN in respect of which the relevant Issuer has notified the Principal Paying Agent that effectuation is to be applicable) and to hold on behalf of the relevant Issuer pending its the exchange for of the Temporary Bearer Global Note for the Permanent Bearer Global Note,;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant Series.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is hereby authorised by the relevant Issuer:
(a) to authenticate such Definitive Note(s) in accordance with the terms provisions of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:Trust Deed;
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNote(s) to or to the order of DTC, Euroclear and/or Clearstream, Luxembourg (as applicable); and
(c) make all appropriate entries on the relevant Global Note or (ii) with Euroclear Nederland or (in the case of Definitive Registered Notes) Register (iii) as the Registrar may be directed by the holder of the Definitive Registered Notesdefined in subclause 10.2(a)).
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, (a) if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent or on its behalf to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or or, (iib) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed each Issuer
(ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, (bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part portion of an interest in a Registered Global Rule 144A Note for Definitive Registered Notes an interest in a Regulation S Note or vice versa, the relevant Registered Global Note(sfollowing receipt of a Transfer Certificate (as applicable) shall be presented to the Registrar and endorsed is hereby authorised on behalf of each Issuer to reflect make all appropriate entries in the reduction Register.
4.6 The Principal Paying Agent or increase (the Registrar, as the case may be, shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of such Global Note to be exchanged in connection therewith.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, (in the case of Definitive Bearer Notes) inif applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-.
4.2 The Principal Paying Agent shall deliver or deposit, upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the IssuerIssuer and instructed:
4.2.1 (a) to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
4.2.2 (b) to authenticate such the Permanent Bearer Global Note;
4.2.3 (c) if the Permanent Bearer Global Note is a CGN, to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note; and
4.2.4 (d) if the Permanent Bearer Global Note is a an NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note,.
4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Termsterms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit is authorised by the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent Issuer and the Registrar are hereby authorised on behalf of the Issuerinstructed:
4.3.1 (a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 (b) to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, (in the case of Definitive Bearer Notes upon notice from the relevant clearing system, either (iNotes) to or to the order of Euroclear and/or Clearstream, Luxembourg or (ii) with Euroclear Nederland or and (in the case of Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a 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 Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) inor
Appears in 1 contract
Sources: Agency Agreement