EXCHANGE OF GLOBAL NOTES. (1) The Principal Paying Agent shall determine the Exchange Date for each Temporary Global Note in accordance with its terms. Immediately after determining any Exchange Date, the Principal Paying Agent shall notify its determination to the relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and/or, as applicable, the CMU Service. On and after the Exchange Date, the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg or, as applicable, the CMU Service, a Permanent Global Note or Definitive Notes, as the case may be, in accordance with the terms of the Temporary Global Note. (2) Where a Temporary Global Note is to be exchanged for a Permanent Global Note, each of the Principal Paying Agent and the CMU Lodging and Paying Agent is authorised by the relevant Issuer and instructed: (a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note; (b) in the case of the first Tranche of any Series of Notes, to authenticate the Permanent Global Note; (c) in the case of the Principal Paying Agent for the first Tranche of any Series of Notes other than CMU Notes, if the Permanent Global Note is a CGN, to deliver the Permanent Global Note to the common depositary which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg either in exchange for the Temporary Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Global Note in the relevant spaces in Schedule Two of the Temporary Global Note and Schedule Two of the Permanent Global Note; (d) in the case of the Principal Paying Agent for the first Tranche of any Series of Notes other than CMU Notes, if the Permanent Global Note is a NGN, to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary 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 Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note; (e) in the case of the CMU Lodging and Paying Agent for the first Tranche of any Series of Notes that are CMU Notes, to lodge the Permanent Global Note with the sub-custodian appointed for the purposes of the HKMA which is holding the Temporary Global Note representing the Tranche for the time being through the CMU Service either in exchange for the Temporary Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Global Note in the relevant spaces in Schedule Two of the Temporary Global Note and the Schedule Two of the Permanent Global Note; and (f) in any other case, if the Permanent Global 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 as stated above or, if the Permanent Global Note in respect of any Notes other than CMU Notes is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant Series. (3) Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, each of the Principal Paying Agent and the CMU Lodging and Paying Agent is authorised by the relevant Issuer and instructed: (a) to authenticate the Definitive Note(s) in accordance with the provisions of this Agreement; (b) to deliver the Definitive Note(s) (in the case of the Principal Paying Agent for Definitive Notes other than CMU Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg; and (c) to lodge the Definitive Note(s) (in the case of the CMU Lodging and Paying Agent for Definitive Notes that are CMU Notes) with the sub-custodian appointed for the purpose by the HKMA. (4) Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part of an interest in a Temporary Global Note or a Permanent Global Note for Definitive Notes, (i) if it is a CGN, the relevant Global Note shall be endorsed by or on behalf of the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) if it is a NGN in respect of any Notes other than CMU Notes, the Principal Paying Agent shall 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 Temporary Global Note or Permanent Global Note, as the case may be, shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. Each of the Principal Paying Agent and, in respect of (a) below only, the CMU Lodging and Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Temporary Global Note or Permanent Global Note, as the case may be, to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent 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 Note recording the exchange and reduction or increase, (b) in the case of any Global Note in respect of any Notes other than CMU Notes 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 Global Note or Permanent Global Note, as the case may be. (5) The Principal Paying Agent or the CMU Lodging and Paying Agent, 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. (6) Each Issuer undertakes to deliver to the Principal Paying Agent and the CMU Lodging and Paying Agent sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the CMU Lodging and Paying Agent to comply with its obligations under this Agreement. (7) In the case of CMU Notes, save in the case of manifest error, the CMU Lodging and Paying Agent shall be entitled to rely without enquiry on any records of the CMU Service, including the CMU Instrument Position Report or any other notification or statement issued by the CMU Service of the identities and interests of persons credited with interests in the Temporary Global Note. No person shall be entitled to receive any payment on or after the Exchange Date on the Temporary Global Note unless: (a) the exchange of interests in the Temporary Global Note for the relevant interests in the Permanent Global Note is improperly withheld or refused by or on behalf of any responsible party; or (b) the sole reason for delay in exchange of interests in the Temporary Global Note is the refusal of the CMU Service to permit exchange of the Temporary Global Note in part.
Appears in 1 contract
Sources: Agency Agreement
EXCHANGE OF GLOBAL NOTES. (1) The Principal Paying Agent shall determine the Exchange Date for each Temporary Global Note in accordance with its terms. Immediately after determining any Exchange Date, the Principal Paying Agent shall notify its determination to the relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and/or, as applicable, the CMU Service. On and after the Exchange Date, the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg or, as applicable, the CMU Service, a Permanent Global Note or Definitive Notes, as the case may be, in accordance with the terms of the Temporary Global Note.
(2) Where a Temporary Global Note is to be exchanged for a Permanent Global Note, each of the Principal Paying Agent and the CMU Lodging and Paying Agent is authorised by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate the Permanent Global Note;
(c) in the case of the Principal Paying Agent for the first Tranche of any Series of Notes other than CMU Notes, if the Permanent Global Note is a CGN, to deliver the Permanent Global Note to the common depositary which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg either in exchange for the Temporary Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Global Note in the relevant spaces spac es in Schedule Two of the Temporary Global Note and Schedule Two of the Permanent Global Note;
(d) in the case of the Principal Paying Agent for the first Tranche of any Series of Notes other than CMU Notes, if the Permanent Global Note is a NGN, to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary 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 Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of the CMU Lodging and Paying Agent for the first Tranche of any Series of Notes that are CMU Notes, to lodge the Permanent Global Note with the sub-custodian appointed for the purposes of the HKMA which is holding the Temporary Global Note representing the Tranche for the time being through the CMU Service either in exchange for the Temporary Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Global Note in the relevant spaces in Schedule Two of the Temporary Global Note and the Schedule Two of the Permanent Global Note; and
(f) in any other case, if the Permanent Global Note is a CGN, to attach a copy of the applicable applic able Final Terms to the Permanent Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above or, if the Permanent Global Note in respect of any Notes other than CMU Notes is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant Series.
(3) Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, each eac h of the Principal Paying Agent and the CMU Lodging and Paying Agent is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Note(s) in accordance with the provisions of this Agreement;
(b) to deliver the Definitive Note(s) (in the case of the Principal Paying Agent for Definitive Notes other than CMU Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg; and
(c) to lodge the Definitive Note(s) (in the case of the CMU Lodging and Paying Agent for Definitive Notes that are CMU Notes) with the sub-custodian appointed for the purpose pur pose by the HKMA.
(4) Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part of an interest in a Temporary Global Note or a Permanent Global Note for Definitive Notes, (i) if it is a CGN, the relevant Global Note shall be endorsed by or on behalf of the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) if it is a NGN in respect of any Notes other than CMU Notes, the Principal Paying Agent shall 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 Temporary Global Note or Permanent Global Note, as the case may be, shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. Each of the Principal Paying Agent and, in respect of (a) below only, the CMU Lodging and Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Temporary Global Note or Permanent Global Note, as the case may be, to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent 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 Note recording the exchange and reduction or increase, (b) in the case of any Global Note in respect of any Notes other than CMU Notes 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 Global Note or Permanent Global Note, as the case may be.
(5) The Principal Paying Agent or the CMU Lodging and Paying Agent, as the case may be, shall notify notif y 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.
(6) Each Issuer undertakes to deliver to the Principal Paying Agent and the CMU Lodging and Paying Agent sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the CMU Lodging and Paying Agent to comply with its obligations under this Agreement.
(7) In the case of CMU Notes, save in the case of manifest error, the CMU Lodging and Paying Agent shall be entitled to rely without enquiry on any records of the CMU Service, including the CMU Instrument Issue Position Report or any other notification or statement issued by the CMU Service of the identities and interests of persons credited with interests in the Temporary Global Note. No person shall be entitled to receive any payment on or after the Exchange Date on the Temporary Global Note unless:
(a) the exchange of interests in the Temporary Global Note for the relevant interests in the Permanent Global Note is improperly withheld or refused by or on behalf of any responsible party; or
(b) the sole reason for delay in exchange of interests in the Temporary Global Note is the refusal of the CMU Service to permit exchange of the Temporary Global Note in part.
Appears in 1 contract
Sources: Agency Agreement