ISSUANCE OF INSTRUMENTS Sample Clauses

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the third Banking Day prior to the Issue Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue): (a) confirm by tested facsimile to the Issue and Paying Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Issue and Paying Agent), all such information as the Issue and Paying Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and, in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Bearer Global Instrument or master Registered Global Instrument is to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master Bearer Global Instrument or master Registered Global Instrument and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; (b) unless a master Bearer Global Instrument or a master Registered Global Instrument is to be used and the Issuer shall have provided such document to the Issue and Paying Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Issue and Paying Agent an appropriate Bearer Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a master Registered Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee). 4.2 The Issuer may, at its option, deliver from time to time to the Issue and Paying Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) and/or to the Registrar master Registered Global Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 The Issue and Paying Agent, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to the official list of Euronext Dublin and to trading on Euronext Dublin’s regulated market, deliver a copy of the Final Terms in relation to the relevant Tranche to the Central Bank of Ireland as soon as practicable after receipt thereof but in any event not later than the cut off time prior to the proposed issue date therefore so that the Instruments will be listed on the Issue Date. 4.4 Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on or before 10.00 a.m. (London time) on the Banking Day prior to the Issue Date in relation to each Tranche, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver or procure the authentication and delivery of the relevant Bearer Global Instrument or, as the case may be, Registered Global Instrument to the relevant common depositary (if the relevant Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as the case may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer Global Instrument or Registered Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instruments. The Issue and Paying Agent or, as the case may be, the Registrar shall give instructions to Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a Bearer Global Instrument held by or, as the case may be, a Registered Global Instrument registered in the name of a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the relevant Registered Global Instrument is held under the NSS, the common safekeeper for such clearing system to the Issue and Paying Agent’s or, as the case may be, Registrar’s distribution account and to hold each such Instrument to the order of the Issuer pending delivery to the Relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Issue and Paying Agent or, as the case may be, the Registrar) in accordance with the normal procedures of Euroclear Bank or Clearstream, Luxembourg or such other clearing system, as the case may be and, on an against payment basis, to credit the Instruments represented by such Bearer Global Instrument or Registered Global Instrument to such securities account(s) as shall have been notified to the Issue and Paying Agent or, as the case may be, the Registrar by the Issuer. The Issue and Paying Agent or, as the case may be, the Registrar shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, or the relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the Issue Date in respect of the relevant Tranche the relevant Bearer Global Instrument or the relevant Registered Global Instrument, as the case may be. 4.5 If the Issue and Paying Agent or, as the case may be, the Registrar should pay an amount (an advance) to the Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Issue and Paying Agent or, as the case may be, the Registrar on the date that the Issue and Paying Agent, or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in Sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (a) repayment of the advance or (b) receipt by the Issue and Paying Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Issue and Paying Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Issue and Paying Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) Banking Days before the relevant Temporary Global Instrument becomes exchangeable therefore, the Permanent Global Instrument (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Bearer Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series represented by a Temporary Global Instrument which is exchangeable for Definitive Bearer Instruments and/or Definitive Registered Instruments, the Issuer shall ensure that there is delivered to the Registrar sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver or procure the authentication and delivery of such Permanent Global Instrument or, as the case may be, Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and the Trust Deed. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Issue and Paying Agent and/or, as the case may be, the Registrar not less than 10 Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Bearer Instruments and/or Definitive Registered Instruments (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Issue and Paying Agent or, as the case may be, Registrar shall authenticate and deliver or procure the authentication and delivery of such Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument and the Trust Deed. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Issue and Paying Agent shall ensure that (a) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; and (b) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid. 4.9 The Issue and Paying Agent or, as the case may be, the Registrar shall hold in safe custody all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or Registered Global Instruments delivered to it in accordance with this Clause 4, Clause 5 and Clause 13 and shall ensure that the same (or, in the case of a master Bearer Global Instrument or a master Registered Global Instrument, copies thereof) are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Instrument. The Issuer shall ensure that each of the Issue and Paying Agent, the Registrar and the Replacement Agent (as defined in Clause 5.1) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under Clause 4, Clause 5 and Clause 13 and each of the Issue and Paying Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Issue and Paying Agent and the Registrar is authorised by the Issuer to authenticate such Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments, or, as the case may be, Registered Global Instruments as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Issue and Paying Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments the Issue and Paying Agent shall (i) where the Temporary Global Instrument is a CGN, note or procure that there is noted on the Schedule to the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (if the Permanent Global Instrument is a CGN) the aggregate nominal amount thereof so exchanged and the remaining nominal amount of the Temporary Global Instrument (which shall be the previous nominal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate nominal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditions. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange. The Issue and Paying Agent shall (i), where the Temporary or Permanent Global Instrument is a CGN, cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments or (ii), where the Temporary or Permanent Global Instrument is a CGN, instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange and/or cancellation. 4.12 The Issuer shall, in relation to any Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (Talon Exchange Date), ensure that there is delivered to the Issue and Paying Agent (or such other agent specified in the relevant Final Terms) such number of Coupon sheets as

Appears in 2 contracts

Sources: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the third Banking Day prior to the Issue Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue): (a) confirm by tested facsimile to the Issue and Paying Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Issue and Paying Agent), all such information as the Issue and Paying Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and, in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Bearer Global Instrument or master Registered Global Instrument is to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master Bearer Global Instrument or master Registered Global Instrument and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; (b) unless a master Bearer Global Instrument or a master Registered Global Instrument is to be used and the Issuer shall have provided such document to the Issue and Paying Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Issue and Paying Agent an appropriate Bearer Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a master Registered Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee). 4.2 The Issuer may, at its option, deliver from time to time to the Issue and Paying Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) and/or to the Registrar master Registered Global Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 The Issue and Paying Agent, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to the official list of Euronext Dublin and to trading on Euronext Dublin’s regulated market, deliver a copy of the Final Terms in relation to the relevant Tranche to the Central Bank of Ireland as soon as practicable after receipt thereof but in any event not later than the cut off time prior to the proposed issue date therefore so that the Instruments will be listed on the Issue Date. 4.4 Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on or before 10.00 a.m. (London time) on the Banking Day prior to the Issue Date in relation to each Tranche, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver or procure the authentication and delivery of the relevant Bearer Global Instrument or, as the case may be, Registered Global Instrument to the relevant common depositary (if the relevant Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as the case may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer Global Instrument or Registered Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instruments. The Issue and Paying Agent or, as the case may be, the Registrar shall give instructions to Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a Bearer Global Instrument held by or, as the case may be, a Registered Global Instrument registered in the name of a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the relevant Registered Global Instrument is held under the NSS, the common safekeeper for such clearing system to the Issue and Paying Agent’s or, as the case may be, Registrar’s distribution account and to hold each such Instrument to the order of the Issuer pending delivery to the Relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Issue and Paying Agent or, as the case may be, the Registrar) in accordance with the normal procedures of Euroclear Bank or Clearstream, Luxembourg or such other clearing system, as the case may be and, on an against payment basis, to credit the Instruments represented by such Bearer Global Instrument or Registered Global Instrument to such securities account(s) as shall have been notified to the Issue and Paying Agent or, as the case may be, the Registrar by the Issuer. The Issue and Paying Agent or, as the case may be, the Registrar shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, or the relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the Issue Date in respect of the relevant Tranche the relevant Bearer Global Instrument or the relevant Registered Global Instrument, as the case may be. 4.5 If the Issue and Paying Agent or, as the case may be, the Registrar should pay an amount (an advance) to the Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Issue and Paying Agent or, as the case may be, the Registrar on the date that the Issue and Paying Agent, or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in Sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (a) repayment of the advance or (b) receipt by the Issue and Paying Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Issue and Paying Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Issue and Paying Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) Banking Days before the relevant Temporary Global Instrument becomes exchangeable therefore, the Permanent Global Instrument (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Bearer Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series represented by a Temporary Global Instrument which is exchangeable for Definitive Bearer Instruments and/or Definitive Registered Instruments, the Issuer shall ensure that there is delivered to the Registrar sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver or procure the authentication and delivery of such Permanent Global Instrument or, as the case may be, Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and the Trust Deed. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Issue and Paying Agent and/or, as the case may be, the Registrar not less than 10 Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Bearer Instruments and/or Definitive Registered Instruments (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Issue and Paying Agent or, as the case may be, Registrar shall authenticate and deliver or procure the authentication and delivery of such Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument and the Trust Deed. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Issue and Paying Agent shall ensure that (a) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; and (b) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid. 4.9 The Issue and Paying Agent or, as the case may be, the Registrar shall hold in safe custody all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or Registered Global Instruments delivered to it in accordance with this Clause 4, Clause 5 and Clause 13 and shall ensure that the same (or, in the case of a master Bearer Global Instrument or a master Registered Global Instrument, copies thereof) are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Instrument. The Issuer shall ensure that each of the Issue and Paying Agent, the Registrar and the Replacement Agent (as defined in Clause 5.1) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under Clause 4, Clause 5 and Clause 13 and each of the Issue and Paying Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Issue and Paying Agent and the Registrar is authorised by the Issuer to authenticate such Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments, or, as the case may be, Registered Global Instruments as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Issue and Paying Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments the Issue and Paying Agent shall (i) where the Temporary Global Instrument is a CGN, note or procure that there is noted on the Schedule to the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (if the Permanent Global Instrument is a CGN) the aggregate nominal amount thereof so exchanged and the remaining nominal amount of the Temporary Global Instrument (which shall be the previous nominal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate nominal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditions. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange. The Issue and Paying Agent shall (i), where the Temporary or Permanent Global Instrument is a CGN, cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments or (ii), where the Temporary or Permanent Global Instrument is a CGN, instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange and/or cancellation. 4.12 The Issuer shall, in relation to any Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (Talon Exchange Date), ensure that there is delivered to the Issue and Paying Agent (or such other agent specified in the relevant Final Terms) such number of Coupon sheets asleast

Appears in 2 contracts

Sources: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the ~~third~~ third, or in the case of an issue syndicated among two or more Dealers the tenth, (or, in the case of (b) on the second) Banking Day prior to the proposed Issue ~~Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue):~~Date: (a) confirm by ~~tested~~ facsimile to the Issue and Paying Agent ~~or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Issue and Paying Agent),~~ all such information as the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ may reasonably require to carry out its functions under this Agreement and, in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master ~~Bearer Global Instrument or master Registered~~ Global Instrument is to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master ~~Bearer Global Instrument or master Registered~~ Global Instrument and (if medium term note settlement and payment procedures are to apply) the account of the relevant Issuer to which payment should be made; (b) deliver a copy, duly executed, of the Pricing Supplement in relation to the relevant Tranche to the Issue and Paying Agent; and (c) unless a master ~~Bearer Global Instrument or a master Registered~~ Global Instrument is to be used and the relevant Issuer shall have provided such document to the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ pursuant to Clause 4.2, ensure that there is delivered to the Issue and Paying Agent an appropriate ~~Bearer~~ Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the ~~Issuer and otherwise complete) or, as the case may be, to the Registrar a master Registered Global Instrument (in unauthenticated form but executed on behalf of the~~ relevant Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee)Tranche. 4.2 ~~The~~ Each Issuer may, at its option, deliver from time to time to the Issue and Paying Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of ~~the Issuer) and/or to the Registrar master Registered Global Instruments (in unauthenticated form but executed on behalf of the~~ such Issuer). 4.3 The Issue and Paying ~~Agent, as the case may be, the Registrar~~ Agent shall on behalf of the relevant Issuer, where the relevant Instruments are to be ~~admitted to~~ listed on the ~~official list~~ Euro MTF market of ~~Euronext Dublin and to trading on Euronext Dublin’s regulated market~~the Luxembourg Stock Exchange, deliver a copy of the ~~Final Terms~~ Pricing Supplement in relation to the relevant Tranche to the ~~Central Bank of Ireland~~ Luxembourg Stock Exchange as soon as practicable ~~after receipt thereof~~ but in any event not later than ~~the cut off time~~ 2.00 p.m. (local time) no later than two Luxembourg business days prior to the proposed issue date ~~therefore so that the Instruments will be listed on the Issue Date~~therefor. 4.4 Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on or before 10.00 a.m. (London time) on the Banking Day prior to the ~~Issue Date~~ issue date in relation to each Tranche, the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall authenticate and deliver ~~or procure the authentication and delivery of~~ the relevant ~~Bearer Global Instrument or, as the case may be, Registered~~ Global Instrument to the relevant ~~common~~ depositary (if the relevant Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear ~~Bank~~ and/or Clearstream, Luxembourg and/or any other relevant clearing system ~~and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as~~ (which in the case ~~may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer~~ of an NGI Temporary Global Instrument or ~~Registered~~ an NGI Permanent Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instrumentsshall be a specified Common Safekeeper). The Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall give instructions to Euroclear ~~Bank~~ and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a ~~Bearer~~ Global Instrument held by or, as the case may be, a Registered Global Instrument registered in the name of a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the relevant Registered Global Instrument is held under the NSS, the common safekeeper for such clearing system to the Issue and Paying Agent~~’s or, as the case may be, Registrar’s~~ 's distribution account and to hold each such Instrument to the order of the relevant Issuer pending delivery to the ~~Relevant~~ relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the relevant Issuer and the Relevant Dealer and notified to the Issue and Paying ~~Agent or, as the case may be, the Registrar~~Agent) in accordance with the normal procedures of Euroclear ~~Bank~~ or Clearstream, Luxembourg or such other clearing system, as the case may be and, ~~on an against payment basis~~following payment, to credit the Instruments represented by such ~~Bearer Global Instrument or Registered~~ Global Instrument to such securities account(s) as shall have been notified to the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ by the relevant Issuer. The Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall on the ~~Issue Date~~ issue date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the relevant Issuer to the account notified in accordance with Clause ~~4.1~~4.1 above. The Issue and Paying Agent shall also: (a) instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Instrument has been delivered, to credit the underlying Instruments represented by such Global Instrument to the securities account(s) at such clearing systems that have been notified to the Issue and Paying Agent by the Issuer, on a delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis; and (b) in the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument, instruct the Common Safekeeper to effectuate the Global Instrument (provided that, if the Issue and Paying Agent is the Common Safekeeper, the Issue and Paying Agent shall effectuate the Global Instrument). If no such securities account(s) shall have been specified, or the relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall authenticate and make available at its specified office on the ~~Issue Date~~ issue date in respect of the relevant Tranche the relevant ~~Bearer Global Instrument or the relevant Registered~~ Global Instrument~~, as the case may be~~. 4.5 If the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ should pay an amount (an "advance") to the relevant Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ on the date that the Issue and Paying ~~Agent, or, as the case may be, the Registrar~~ Agent pays the relevant Issuer, the relevant Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of ~~360 days (~~365 days (366 days in the case of a leap year~~) in the case of an advance paid in Sterling~~) and the actual number of days elapsed from the date of payment of such advance until the earlier of (ai) repayment of the advance or (bii) receipt by the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ of the payment from the Dealer, ~~and~~ at ~~the rate per annum which is the aggregate of one per cent. per annum and~~ the rate reasonably determined and certified by the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ and expressed as a rate per annum as reflecting its reasonable cost of funds for the time being in relation to the unpaid amount, provided that evidence of the basis of such rate is given to the relevant Issuer. 4.6 The relevant Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Issue and Paying Agent not less than ~~ten (five, in the case of an exchange for the Permanent Global Instrument)~~ five Banking Days before the relevant Temporary Global Instrument becomes exchangeable ~~therefore~~therefor, the Permanent Global Instrument (in unauthenticated ~~form~~form (and, if applicable, uneffectuated), but executed by the relevant Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the relevant Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2 or, as the case may be, the Definitive ~~Bearer~~ Instruments (in unauthenticated form, but executed by the relevant Issuer and otherwise complete) in relation thereto. ~~If, in~~ In the case of ~~a Series represented by a~~ an NGI Temporary Global Instrument which is ~~exchangeable for Definitive Bearer Instruments and/or Definitive Registered Instruments~~a Eurosystem-eligible NGI, the ~~Issuer~~ Issue and Paying Agent shall ~~ensure that there is delivered~~ instruct the Common Safekeeper to ~~the Registrar sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of~~ effectuate the Temporary Global Instrument. The Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver or procure the authentication and delivery of such Permanent Global Instrument or, as the case may be, Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and the Trust Deed. 4.7 The relevant Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Issue and Paying Agent ~~and/or, as the case may be, the Registrar~~ not less than 10 five Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive ~~Bearer Instruments and/or Definitive Registered~~ Instruments (in unauthenticated form but executed by the relevant Issuer and otherwise complete) in relation thereto. The Issue and Paying Agent ~~or, as the case may be, Registrar~~ shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Definitive ~~Bearer Instruments and/or Definitive Registered~~ Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument. The Issue and Paying Agent shall, in the case of an NGI Permanent Global Instrument which is a Eurosystem-eligible NGI, the Issue and Paying Agent, instruct the ~~Trust Deed~~Common Safekeeper to effectuate the Permanent Global Instrument. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Issue and Paying Agent shall ensure that ~~(a)~~ in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; and (b) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid. 4.9 The Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall hold in safe custody all unauthenticated (and, if applicable, uneffectuated) Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) ~~or Registered Global Instruments~~ delivered to it in accordance with this Clause 4, 4 and Clause 5 ~~and Clause 13~~ and shall ensure that the same (or, in the case of a master ~~Bearer Global Instrument or a master Registered~~ Global Instrument, copies thereof) are ~~authenticated~~ authenticated, effectuated (if applicable) and delivered only in accordance with the terms hereof and, if applicable, the relevant Instrument. ~~The~~ Each Issuer shall ensure that each of the Issue and Paying ~~Agent, the Registrar~~ Agent and the Replacement Agent (as defined in Clause 5.1) holds sufficient ~~Instruments, Receipts~~ Instruments or Coupons to fulfil its respective obligations under Clause 4, 4 and Clause 5 ~~and Clause 13~~ and each of the Issue and Paying ~~Agent, the Registrar~~ Agent and the Replacement Agent undertakes to notify ~~the~~ each Issuer if it holds insufficient ~~Instruments, Receipts~~ Instruments or Coupons for such purposes. 4.10 ~~Each of the~~ The Issue and Paying Agent ~~and the Registrar~~ is authorised by ~~the~~ each Issuer to authenticate such Temporary Global Instruments, Permanent Global ~~Instruments,~~ Instruments or Definitive Instruments, ~~or, as the case may be, Registered Global Instruments~~ as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Issue and Paying ~~Agent or, as the case may be, the Registrar~~Agent. 4.11 On each occasion on which a portion of a Temporary Global Instrument or a Permanent Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive ~~Instruments~~ Instruments, the Issue and Paying Agent shall ~~(i) where the Temporary Global Instrument is a CGN,~~ note or procure that there is noted on the Schedule to the Temporary Global Instrument or, as the case may be, Permanent Global Instrument ~~(if the Permanent Global Instrument is a CGN)~~ the aggregate ~~nominal~~ principal amount thereof so exchanged and the remaining ~~nominal~~ principal amount of the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (which shall be the previous ~~nominal~~ principal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate ~~nominal~~ principal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditions. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchangebehalf. The Issue and Paying Agent shall ~~(i), where the Temporary or Permanent Global Instrument is a CGN,~~ cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive ~~Instruments or (ii), where the~~ Instruments. 4.12 On each occasion on which a portion of a Temporary or Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments, the Issue and Paying Agent shall in the case of a CGI Temporary Global Instrument, note or procure that there is noted on the Schedule to the CGI Temporary Global Instrument the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGI Temporary Global Instrument (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf. On each occasion on which a ~~CGN~~portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments, the Issue and Paying Agent shall in the case of an NGI Temporary Global Instrument the Issue and Paying Agent shall, instruct ~~Euroclear Bank and Clearstream~~ the ICSDs (in accordance with the provisions of Schedule 9 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGI Temporary Global Instrument (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged). The Issue and Paying Agent shall cancel or procure the cancellation of each Temporary Global Instrument against surrender of which full exchange has been made for a Permanent Global Instrument or Definitive Instruments or, in the case of an NGI Temporary Global Instrument exchangeable for an NGI Permanent Global Instrument, instruct the Common Safekeeper to destroy such ~~exchange and/or cancellation~~NGI Temporary Global Instrument. ~~4.12~~ 4.13 On each occasion on which a portion of a Permanent Global Instrument is exchanged for Definitive Instruments, the Issue and Paying Agent: in the case of a CGI Permanent Global Instrument, note or procure that there is noted on the Schedule to the CGI Permanent Global Instrument the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGI Permanent Global Instrument (which shall be the previous principal amount thereof plus the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf and in the case of an NGI Permanent Global Instrument, the Issue and Paying Agent shall instruct the ICSDs to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGI Permanent Global Instrument (which shall be the previous principal amount thereof plus the aggregate principal amount so exchanged). The Issue and Paying Agent shall cancel or procure the cancellation of each Permanent Global Instrument against surrender of which full exchange has been made for Definitive Instruments. 4.14 The relevant Issuer shall, in relation to any Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures ("Talon Exchange Date"), ensure that there is delivered to the Issue and Paying Agent ~~(or such other agent specified in the relevant Final Terms)~~ such number of Coupon sheets asas may be required in order to enable the Paying Agents to fulfil their obligation under Clause 4.13 hereof. 4.15 The relevant Paying Agent shall, against the presentation and surrender of any Talon, on or after the Talon Exchange Date in respect of such Talon, deliver a Coupon sheet provided that if any Talon is presented and surrendered for exchange to a Paying Agent and the Replacement Agent (as defined in Clause 5.1) has delivered a replacement therefor such Paying Agent shall forthwith notify the relevant Issuer of such presentation and surrender and shall not exchange against the same unless and until it is so instructed by the relevant Issuer. After making such exchange, the Paying Agent shall cancel each Talon surrendered to it and in respect of which a Coupon sheet shall have been delivered and shall (if such Paying Agent is not the Issue and Paying Agent) deliver the same to the Issue and Paying Agent. 4.16 The Issuers undertake to notify the Issue and Paying Agent of any changes in the identity of the Dealers appointed generally in respect of the Programme and the Issue and Paying Agent agrees to notify the other Paying Agents and the Holders’ Agent (if any) thereof as soon as reasonably practicable thereafter. 4.17 The Issuers hereby authorise and instruct the Issue and Paying Agent to elect an ICSD to be Common Safekeeper for each issue of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument in relation to which one of the ICSDs must be Common Safekeeper. From time to time, the Issuers and the Issue and Paying Agent may agree to vary this election. The Issuers acknowledge that in connection with the election of either of the ICSDs as Common Safekeeper any such election is subject to the right of the ICSDs to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Issue and Pay

Appears in 1 contract

Sources: Issue and Paying Agency Agreement

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than ~~2.00~~ 3.00 p.m. (London time) on the third Banking Day prior to the proposed Issue ~~Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue):~~Date: (a) confirm by tested ~~facsimile~~ fax or Swift to the Issue and Paying Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Issue and Paying Agent), all such information as the Issue and Paying Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement ~~and,~~ and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a ~~master Bearer~~ Master Global Instrument or ~~master~~ Registered ~~Global Instrument is~~ Instruments is/are to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the ~~master Bearer~~ Master Global Instrument or ~~master~~ Master Registered ~~Global Instrument~~ Instruments and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; (b) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent or, as the case may be, the Registrar (copied to the Issue and Paying Agent); and (c) unless a ~~master Bearer~~ Master Global Instrument or a ~~master~~ Master Registered ~~Global~~ Instrument is to be used and the Issuer shall have provided such document to the Issue and Paying Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Issue and Paying Agent an appropriate ~~Bearer~~ Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a ~~master~~ stock of Registered ~~Global Instrument~~ Instruments (in unauthenticated form and with the names of the registered Holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee)Tranche. 4.2 The Issuer may, at its option, deliver from time to time to the Issue and Paying Agent a stock of ~~master~~ Master Temporary Global Instruments and ~~master~~ Master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) ~~and/or~~ and/or, to the ~~Registrar master~~ Registrar, Master Registered ~~Global~~ Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 The Issue and Paying ~~Agent~~Agent or, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to listing on the ~~official list of Euronext Dublin~~ Official List and to trading on the Regulated Market of Euronext Dublin~~’s regulated market~~, deliver a copy of the Final Terms in relation to the relevant Tranche to the ~~Central Bank~~ CBI and the Regulated Market of ~~Ireland as~~ Euronext Dublinas soon as practicable ~~after receipt thereof~~ but in any event not later than 2.00 p.m. (Local Time) on the ~~cut off time~~ Dublin Business Day prior to the proposed issue date ~~therefore so that the Instruments will be listed on~~ therefor. The Issuer authorises the Issue ~~Date~~and Paying Agent to submit Final Terms to the CBI and the Regulated Market of Euronext Dublin on behalf of the Issuer. The Issue and Paying Agent shall on behalf of the Issuer, where the relevant Instruments are to be admitted to listing, trading and/or quotation on a listing authority, stock exchange and/or quotation system other than the CBI and the Regulated Market of Euronext Dublin, deliver a copy of the Final Terms in relation to the relevant tranche to such listing authority, stock exchange and/or quotation system as soon as practicable and, in any event, no later than the latest time prescribed by such listing authority, stock exchange and/or quotation system for the submission of Final Terms. 4.4 ~~Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on~~ On or before 10.00 a.m. (London time) on the Banking Day prior to the ~~Issue Date~~ issue date in relation to each Tranche, the Issue and Paying Agent (or its agent) or, as the case may be, the Registrar (or its agent) shall authenticate and deliver ~~or procure the authentication and delivery of~~ the relevant ~~Bearer~~ Global Instrument or, as the case may be, Registered ~~Global Instrument to~~ Instruments to: (a) the relevant ~~common~~ depositary (if the relevant Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear ~~Bank~~ and/or Clearstream, Luxembourg (which in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument shall be a specified Common Safekeeper) and/or any other relevant clearing system and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as the case may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer Global Instrument or Registered Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instrumentssystem. The Issue and Paying Agent or, as the case may be, the Registrar shall give instructions to Euroclear ~~Bank~~ and/or Clearstream, Luxembourg and/or any other relevant clearing system to whom (or to whose depository or Common Safekeeper) such Global Instrument has been delivered, to credit Instruments represented by a ~~Bearer~~ Global Instrument ~~held by~~ or, as the case may be, a Registered ~~Global Instrument~~ Instruments registered in the name of ~~a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if~~ the relevant ~~Registered Global Instrument is not to be held under the NSS) or~~depositary, ~~where the Bearer Global Instrument is a NGN or the relevant Registered Global Instrument is held under the NSS, the common safekeeper for such clearing system~~ to the Issue and Paying Agent’s 's or, as the case may be, the Registrar’s 's distribution account and to hold each such Instrument to the order of the Issuer pending delivery to the ~~Relevant~~ relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Issue and Paying Agent or, as the case may be, the Registrar) in accordance with the normal procedures of Euroclear ~~Bank~~ or Clearstream, Luxembourg or such other clearing system, as the case may be and, ~~on an against payment basis~~following payment, to credit the Instruments represented by such ~~Bearer~~ Global Instrument or the Registered ~~Global Instrument~~ Instruments to such securities account(s) as shall have been notified to the Issue and Paying Agent or, as the case may be, the Registrar by the ~~Issuer~~Relevant Dealer. The Issue and Paying Agent or, as the case may be, the Registrar shall on the ~~Issue Date~~ issue date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause ~~4.1.~~ 4.1 above.If no such securities account(s) shall have been specified~~, or the relevant Tranche is not intended to be cleared through any clearing system~~, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the ~~Issue Date~~ issue date in respect of the relevant Tranche the relevant ~~Bearer~~ Global Instrument ~~or the relevant Registered Global Instrument~~or, as the case may be., Registered Instruments; or (b) in the case of settlement under the ICSD DVP Syndicated New Issues Process, to the relevant depositary or specified Common Safekeeper for Euroclear and/or Clearstream, Luxembourg, as the case may be, for the relevant depositary or specified Common Safekeeper to instruct Euroclear and/or Clearstream, Luxembourg, as the case may be, (i) to credit the Instruments represented by such Global Instrument free of payment to the Commissionaire Account of the mandated Dealer or such other Dealer as the Issuer may direct to settle the Instruments (the "Settlement Bank") and (ii) to release the Instruments only following payment of the proceeds of the issue into the Commissionaire Account, on a delivery against payment basis. In the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument, such NGN Temporary Global Instrument or NGN Permanent Global Instrument must be delivered to the specified Common Safekeeper together with instructions to the specified Common Safekeeper to effectuate the NGN Temporary Global Instrument or an NGN Permanent Global Instrument, as applicable; 4.5 If the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ should pay an amount (an "advance") to the Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ on the date that the Issue and Paying ~~Agent, or, as the case may be, the Registrar~~ Agent pays the Issuer, the Issuer (whom failing, the Guarantor) shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in ~~Sterling~~sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (ai) repayment of the advance or (bii) receipt by the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Issue and Paying Agent not less than ten ~~(five~~or, in the case of an exchange for the Permanent Global Instrument) , five Banking Days before the relevant Temporary Global Instrument becomes exchangeable ~~therefore~~therefor, the Permanent Global Instrument (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto unless a ~~master~~ Master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2 or, as the case may be, the Definitive ~~Bearer~~ Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series ~~represented by a~~ comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument ~~which~~ is exchangeable for Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments, (unless a Master Registered Instrument is to be used and the Issuer shall have provided the relevant document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the ~~Registrar~~ Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Permanent Global Instrument or, as the case may be, Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and, in the case of an NGN Permanent Global Instrument, the Issue and Paying Agent shall instruct the ~~Trust Deed~~Common Safekeeper to effectuate the Permanent Global Instrument. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Issue and Paying Agent and/or, as the case may be, the Registrar not less than 10 ten Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Issue and Paying Agent or, as the case may be, Registrar shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global ~~Instrument and the Trust Deed~~Instrument. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Issue and Paying Agent shall ensure that (ai) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; ~~and~~ (bii) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid; and (iii) in the case of Instalment Instruments which are Definitive Instruments without Receipts, any Instalment Amounts that shall have then been paid shall be noted on the grid endorsed on such Definitive Instruments. 4.9 The Issue and Paying Agent or, as the case may be, the Registrar shall hold in its safe ~~custody~~ physical possession as bailee, in its vault, all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or or, as the case may be, Registered ~~Global~~ Instruments delivered to it in accordance with this Clause 44 (Issuance of Instruments), Clause 5 (Replacement Instruments) and Clause 13 12 (Miscellaneous Duties of the Registrars) and shall ensure that the same (or, in the case of a ~~master Bearer~~ Master Global Instrument or ~~a master~~ Master Registered ~~Global Instrument~~Instruments, copies thereof) are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the Issue and Paying Agent, the Registrar and the Replacement Agent (as defined in Clause 5.1) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under Clause 44 (Issuance of Instruments), Clause 5 (Replacement Instruments) and Clause 13 12 (Miscellaneous Duties of the Registrars) and each of the Issue and Paying Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Issue and Paying Agent and the Registrar is authorised by the Issuer to authenticate such Temporary Global Instruments, Permanent Global Instruments, Definitive ~~Instruments,~~ Instruments or, as the case may be, Registered ~~Global~~ Instruments as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Issue and Paying Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive ~~Instruments~~ Instruments, and/or Registered Instruments, the Issue and Paying Agent shall (i) where the Temporary Global Instrument is a CGN, note or procure that there is noted on the Schedule to the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (if the Permanent Global Instrument is a CGN) the aggregate nominal amount thereof so exchanged and the remaining nominal amount of the Temporary Global Instrument (which shall be the previous nominal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate nominal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditions. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange. The Issue and Paying Agent shall (i), where the Temporary or Permanent Global Instrument is a CGN, cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments or (ii), where the Temporary or Permanent Global Instrument is a CGN, instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange and/or cancellation. 4.12 The Issuer shall, in relation to any Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (Talon Exchange Date), ensure that there is delivered to the Issue and Paying Agent (or such other agent specified in the relevant Final Terms) such number of Coupon sheets as:

Appears in 1 contract

Sources: Issue and Paying Agency Agreement

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the ~~third~~ third, or in the case of an issue syndicated among two or more Dealers the tenth, (or, in the case of (b) on the second) Banking Day prior to the proposed Issue ~~Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue):~~Date: (a) confirm by ~~tested~~ facsimile to the Issue and Paying Agent ~~or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Issue and Paying Agent),~~ all such information as the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ may reasonably require to carry out its functions under this Agreement and, in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master ~~Bearer Global Instrument or master Registered~~ Global Instrument is to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master ~~Bearer Global Instrument or master Registered~~ Global Instrument and (if medium term note settlement and payment procedures are to apply) the account of the relevant Issuer to which payment should be made; (b) unless a master Bearer Global Instrument or a master Registered Global Instrument is to be used and the Issuer shall have provided such document to the Issue and Paying Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Issue and Paying Agent an appropriate Bearer Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a master Registered Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying ~~Agent~~ Agent; and (~~copied~~ c) unless a master Global Instrument is to be used and the ~~Trustee) or, as the case may be, the Registrar (copied~~ relevant Issuer shall have provided such document to the Issue and Paying Agent pursuant to Clause 4.2, ensure that there is delivered to the Issue and Paying Agent an appropriate Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the ~~Trustee)~~relevant Issuer and otherwise complete) in relation to the relevant Tranche. 4.2 ~~The~~ Each Issuer may, at its option, deliver from time to time to the Issue and Paying Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of ~~the Issuer) and/or to the Registrar master Registered Global Instruments (in unauthenticated form but executed on behalf of the~~ such Issuer). 4.3 The Issue and Paying ~~Agent, as the case may be, the Registrar~~ Agent shall on behalf of the relevant Issuer, where the relevant Instruments are to be ~~admitted to~~ listed on the ~~official list~~ regulated market of ~~Euronext Dublin and to trading on Euronext Dublin’s regulated market~~the Luxembourg Stock Exchange, deliver a copy of the Final Terms in relation to the relevant Tranche to the ~~Central Bank of Ireland~~ Luxembourg Stock Exchange as soon as practicable ~~after receipt thereof~~ but in any event not later than ~~the cut off time~~ 2.00 p.m. (local time) no later than two Luxembourg business days prior to the proposed issue date ~~therefore so that the Instruments will be listed on the Issue Date~~therefor. 4.4 Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on or before 10.00 a.m. (London time) on the Banking Day prior to the ~~Issue Date~~ issue date in relation to each Tranche, the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall authenticate and deliver ~~or procure the authentication and delivery of~~ the relevant ~~Bearer Global Instrument or, as the case may be, Registered~~ Global Instrument to the relevant ~~common~~ depositary (if the relevant Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear ~~Bank~~ and/or Clearstream, Luxembourg and/or any other relevant clearing system ~~and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as~~ (which in the case ~~may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer~~ of an NGI Temporary Global Instrument or ~~Registered~~ an NGI Permanent Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instrumentsshall be a specified Common Safekeeper). The Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall give instructions to Euroclear ~~Bank~~ and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a ~~Bearer~~ Global Instrument held by or, as the case may be, a Registered Global Instrument registered in the name of a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the relevant Registered Global Instrument is held under the NSS, the common safekeeper for such clearing system to the Issue and Paying Agent~~’s or, as the case may be, Registrar’s~~ 's distribution account and to hold each such Instrument to the order of the relevant Issuer pending delivery to the ~~Relevant~~ relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the relevant Issuer and the Relevant Dealer and notified to the Issue and Paying ~~Agent or, as the case may be, the Registrar~~Agent) in accordance with the normal procedures of Euroclear ~~Bank~~ or Clearstream, Luxembourg or such other clearing system, as the case may be and, ~~on an against payment basis~~following payment, to credit the Instruments represented by such ~~Bearer Global Instrument or Registered~~ Global Instrument to such securities account(s) as shall have been notified to the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ by the relevant Issuer. The Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall on the ~~Issue Date~~ issue date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the relevant Issuer to the account notified in accordance with Clause ~~4.1~~4.1 above. The Issue and Paying Agent shall also: (a) instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Instrument has been delivered, to credit the underlying Instruments represented by such Global Instrument to the securities account(s) at such clearing systems that have been notified to the Issue and Paying Agent by the Issuer, on a delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis; and (b) in the case of an NGI Temporary Global Instrument or an NGI Permanent Global Instrument, instruct the Common Safekeeper to effectuate the Global Instrument (provided that, if the Issue and Paying Agent is the Common Safekeeper, the Issue and Paying Agent shall effectuate the Global Instrument). If no such securities account(s) shall have been specified, or the relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall authenticate and make available at its specified office on the ~~Issue Date~~ issue date in respect of the relevant Tranche the relevant ~~Bearer Global Instrument or the relevant Registered~~ Global Instrument~~, as the case may be~~. 4.5 If the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ should pay an amount (an "advance") to the relevant Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ on the date that the Issue and Paying ~~Agent, or, as the case may be, the Registrar~~ Agent pays the relevant Issuer, the relevant Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of ~~360 days (~~365 days (366 days in the case of a leap year~~) in the case of an advance paid in Sterling~~) and the actual number of days elapsed from the date of payment of such advance until the earlier of (ai) repayment of the advance or (bii) receipt by the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ of the payment from the Dealer, ~~and~~ at ~~the rate per annum which is the aggregate of one per cent. per annum and~~ the rate reasonably determined and certified by the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ and expressed as a rate per annum as reflecting its reasonable cost of funds for the time being in relation to the unpaid amount, provided that evidence of the basis of such rate is given to the relevant Issuer and, if applicable, the Guarantor. 4.6 The relevant Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Issue and Paying Agent not less than ~~ten (five, in the case of an exchange for the Permanent Global Instrument)~~ five Banking Days before the relevant Temporary Global Instrument becomes exchangeable ~~therefore~~therefor, the Permanent Global Instrument (in unauthenticated ~~form~~form (and, if applicable, uneffectuated), but executed by the relevant Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the relevant Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2 or, as the case may be, the Definitive ~~Bearer~~ Instruments (in unauthenticated form, but executed by the relevant Issuer and otherwise complete) in relation thereto. ~~If, in~~ In the case of ~~a Series represented by a~~ an NGI Temporary Global Instrument which is ~~exchangeable for Definitive Bearer Instruments and/or Definitive Registered Instruments~~a Eurosystem-eligible NGI, the ~~Issuer~~ Issue and Paying Agent shall ~~ensure that there is delivered~~ instruct the Common Safekeeper to ~~the Registrar sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of~~ effectuate the Temporary Global Instrument. The Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver or procure the authentication and delivery of such Permanent Global Instrument or, as the case may be, Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and the Trust Deed. 4.7 The relevant Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Issue and Paying Agent ~~and/or, as the case may be, the Registrar~~ not less than 10 five Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive ~~Bearer Instruments and/or Definitive Registered~~ Instruments (in unauthenticated form but executed by the relevant Issuer and otherwise complete) in relation thereto. The Issue and Paying Agent ~~or, as the case may be, Registrar~~ shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Definitive ~~Bearer Instruments and/or Definitive Registered~~ Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument. The Issue and Paying Agent shall, in the case of an NGI Permanent Global Instrument which is a Eurosystem-eligible NGI, the Issue and Paying Agent, instruct the ~~Trust Deed~~Common Safekeeper to effectuate the Permanent Global Instrument. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Issue and Paying Agent shall ensure that (ai) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer ~~thereof;~~ thereof and (bii) in the case of Instalment Exempt Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid. 4.9 The Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall hold in safe custody all unauthenticated (and, if applicable, uneffectuated) Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) ~~or Registered Global Instruments~~ delivered to it in accordance with this Clause 4, 4 and Clause 5 ~~and Clause 13~~ and shall ensure that the same (or, in the case of a master ~~Bearer Global Instrument or a master Registered~~ Global Instrument, copies thereof) are ~~authenticated~~ authenticated, effectuated (if applicable) and delivered only in accordance with the terms hereof and, if applicable, the relevant Instrument. ~~The~~ Each Issuer shall ensure that each of the Issue and Paying ~~Agent, the Registrar~~ Agent and the Replacement Agent (as defined in Clause 5.1) holds sufficient ~~Instruments, Receipts~~ Instruments or Coupons to fulfil its respective obligations under Clause 4, 4 and Clause 5 ~~and Clause 13~~ and each of the Issue and Paying ~~Agent, the Registrar~~ Agent and the Replacement Agent undertakes to notify ~~the~~ each Issuer if it holds insufficient ~~Instruments, Receipts~~ Instruments or Coupons for such purposes. 4.10 ~~Each of the~~ The Issue and Paying Agent ~~and the Registrar~~ is authorised by ~~the~~ each Issuer to authenticate such Temporary Global Instruments, Permanent Global ~~Instruments,~~ Instruments or Definitive Instruments, ~~or, as the case may be, Registered Global Instruments~~ as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Issue and Paying ~~Agent or, as the case may be, the Registrar~~Agent. 4.11 On each occasion on which a portion of a Temporary Global Instrument or a Permanent Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive ~~Instruments~~ Instruments, the Issue and Paying Agent shall ~~(i) where the Temporary Global Instrument is a CGN,~~ note or procure that there is noted on the Schedule to the Temporary Global Instrument or, as the case may be, Permanent Global Instrument ~~(if the Permanent Global Instrument is a CGN)~~ the aggregate ~~nominal~~ principal amount thereof so exchanged and the remaining ~~nominal~~ principal amount of the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (which shall be the previous ~~nominal~~ principal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate ~~nominal~~ principal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditions. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchangebehalf. The Issue and Paying Agent shall ~~(i), where the Temporary or Permanent Global Instrument is a CGN,~~ cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive ~~Instruments or (ii), where the~~ Instruments. 4.12 On each occasion on which a portion of a Temporary or Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments, the Issue and Paying Agent shall in the case of a CGI Temporary Global Instrument, note or procure that there is noted on the Schedule to the CGI Temporary Global Instrument the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGI Temporary Global Instrument (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf. On each occasion on which a ~~CGN~~portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments, the Issue and Paying Agent shall in the case of an NGI Temporary Global Instrument the Issue and Paying Agent shall, instruct ~~Euroclear Bank and Clearstream~~ the ICSDs (in accordance with the provisions of Schedule 9 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGI Temporary Global Instrument (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged). The Issue and Paying Agent shall cancel or procure the cancellation of each Temporary Global Instrument against surrender of which full exchange has been made for a Permanent Global Instrument or Definitive Instruments or, in the case of an NGI Temporary Global Instrument exchangeable for an NGI Permanent Global Instrument, instruct the Common Safekeeper to destroy such ~~exchange and/or cancellation~~NGI Temporary Global Instrument. ~~4.12~~ 4.13 On each occasion on which a portion of a Permanent Global Instrument is exchanged for Definitive Instruments, the Issue and Paying Agent: in the case of a CGI Permanent Global Instrument, note or procure that there is noted on the Schedule to the CGI Permanent Global Instrument the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGI Permanent Global Instrument (which shall be the previous principal amount thereof plus the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf and in the case of an NGI Permanent Global Instrument, the Issue and Paying Agent shall instruct the ICSDs to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGI Permanent Global Instrument (which shall be the previous principal amount thereof plus the aggregate principal amount so exchanged). The Issue and Paying Agent shall cancel or procure the cancellation of each Permanent Global Instrument against surrender of which full exchange has been made for Definitive Instruments. 4.14 The relevant Issuer shall, in relation to any Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures ("Talon Exchange Date"), ensure that there is delivered to the Issue and Paying Agent ~~(or such other agent specified in the relevant Final Terms)~~ such number of Coupon sheets asas may be required in order to enable the Paying Agents to fulfil their obligation under Clause 4.13 hereof. 4.15 The relevant Paying Agent shall, against the presentation and surrender of any Talon, on or after the Talon Exchange Date in respect of such Talon, deliver a Coupon sheet provided that if any Talon is presented and surrendered for exchange to a Paying Agent and the Replacement Agent (as defined in Clause 5.1) has delivered a replacement therefor such Paying Agent shall forthwith notify the relevant Issuer and the Guarantor of such presentation and surrender and shall not exchange against the same unless and until it is so instructed by the relevant Issuer. After making such exchange, the Paying Agent shall cancel each Talon surrendered to it and in respect of which a Coupon sheet shall have been delivered and shall (if such Paying Agent is not the Issue and Paying Agent) deliver the same to the Issue and Paying Agent. 4.16 The Issuers undertake to notify the Issue and Paying Agent of any changes in the identity of the Dealers appointed generally in respect of the Programme and the Issue and Paying Agent agrees to notify the other Paying Agents and the Bank Holders’ Agent (if any) thereof as soon as reasonably practicable thereafter. 4.17 In the case of Partly Paid Instruments, on each occasion that payment is made to the relevant Issuer in accordance with the Terms and Conditions of any Partly Paid Instalment in respect of any Exempt Instruments, the Issue and Paying Agent (in the case of a Temporary Global Instrument or a Permanent Global Instrument) shall note or procure that there is noted on the Schedule to the rele

Appears in 1 contract

Sources: Issue and Paying Agency Agreement

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any ~~Relevant Agreement,~~ agreement between the relevant Issuer and any Dealer(s) for the sale by such Issuer and the purchase by such Dealer(s) of any Instruments the Issuer shall, as soon as practicable but in any ~~event,~~ event not later than ~~2.00~~ 3.00 p.m. (~~London~~ Luxembourg time) ~~on the third~~ four Luxembourg Banking ~~Day~~ Days, prior to the ~~Issue Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue):~~proposed issue date therefor: (a) confirm by tested ~~facsimile~~ telex or tested fax, to the ~~Issue and Paying~~ Fiscal Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the ~~Issue and Paying~~ Fiscal Agent), ) all such information as the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement ~~and,~~ and in particular, ~~whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (~~if a ~~master Bearer~~ Temporary Global Instrument or ~~master~~ Registered ~~Global Instrument is~~ Instruments from the stock provided for in Clause 4.2 is/are to be used), such details as are necessary to enable it to complete ~~a duplicate or duplicates of the master Bearer~~ such Temporary Global Instrument or ~~master~~ Registered ~~Global Instrument and (if medium term note~~ Instruments, the settlement and payment procedures ~~are~~ applicable to ~~apply)~~ the relevant Tranche of Instruments and the account of the relevant Issuer to which payment should be made; (b) deliver a duly executed copy of the Pricing Supplement in relation to the relevant Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to the Fiscal Agent); and (c) unless a ~~master Bearer~~ Temporary Global Instrument or a ~~master~~ Registered ~~Global~~ Instrument from the stock provided for in Clause 4.2 is to be used and the relevant Issuer shall have provided such document to the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent ~~an appropriate Bearer~~ a Temporary Global Instrument (in unauthenticated form but executed on behalf of the relevant Issuer and otherwise complete) or, as the case may be, to the Registrar ~~a master~~ Registered ~~Global Instrument~~ Instruments (in unauthenticated form and with the names of the registered holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee)Tranche. 4.2 ~~The~~ Each Issuer may, at its option, deliver from time to time to the ~~Issue and Paying~~ Fiscal Agent a stock of ~~master~~ PRO FORMA Temporary Global Instruments and ~~master~~ Permanent Global Instruments (in unauthenticated form but executed on behalf of the relevant Issuer) ~~and/or~~ and/or, to the ~~Registrar master~~ Registrar, a stock of PRO FORMA Registered ~~Global~~ Instruments (in unauthenticated form but executed on behalf of the relevant Issuer)~~. 4.3~~ . Any such stock of Instruments shall be held in safe custody by the Fiscal Agent or, as the case may be, the Registrar upon trust for the relevant Issuer for use only in accordance with the written instructions of such Issuer. The ~~Issue and Paying Agent~~Fiscal Agent or, as the case may be, the Registrar shall return the stock of Instruments to the relevant Issuer forthwith upon written request by such Issuer. 4.3 The Fiscal Agent or, as the case may be, the Registrar shall, on behalf of the relevant Issuer, where the relevant Instruments are to be ~~admitted to~~ listed on the ~~official list of Euronext Dublin and to trading on Euronext Dublin’s regulated market~~Luxembourg Stock Exchange, deliver a copy of the ~~Final Terms~~ Pricing Supplement in relation to the relevant Tranche to the ~~Central Bank of Ireland~~ Luxembourg Stock Exchange as soon as practicable ~~after receipt thereof~~ but in any event not later than ~~the cut off time~~ 2.00 p.m. (local time) two Luxembourg Banking Days prior to the proposed issue date ~~therefore so that the Instruments will be listed on the Issue Date~~therefor. 4.4 ~~Except~~ The provisions of this Clause 4.4 shall apply to each Tranche of Instruments unless otherwise agreed between the relevant Issuer, the Relevant Dealer and the Fiscal Agent or (in the case of ~~issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on~~ Registered Instruments) the Registrar. On or before 10.00 a.m. (~~London~~ local time) ~~on the~~ two Banking ~~Day~~ Days prior to the ~~Issue Date~~ issue date in relation to each Tranche, the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver ~~or procure the authentication and delivery of~~ to the relevant ~~Bearer~~ depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system the relevant Temporary Global Instrument or, as the case may be, Registered ~~Global Instrument~~ Instruments together with instructions to ~~the relevant common depositary (if the relevant Bearer Global Instrument is a CGN~~ Euroclear or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear Bank and/or Clearstream, Luxembourg ~~and/or any~~ or such other relevant clearing system and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as the case may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer Global Instrument or Registered Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instruments. The Issue and Paying Agent or, as the case may be, the Registrar shall give instructions to Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit the Instruments represented by ~~a Bearer~~ such Temporary Global Instrument held by or, as the case may be, a Registered Global Instrument registered in the name of a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the ~~relevant~~ Registered ~~Global Instrument is held under the NSS, the common safekeeper for~~ Instruments to such clearing system to the Issue and Paying Agent’s or, as the case may be, Registrar’s distribution account and to hold each such Instrument to the order of the Issuer pending delivery to the Relevant Dealer(ssecurities account(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the relevant Issuer and the Relevant Dealer and notified to the ~~Issue and Paying~~ Fiscal Agent) as shall have been notified to the Fiscal Agent by the relevant Issuer. The Fiscal Agent shall give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a Temporary Global Instrument or, as the case may be, Registered Instruments registered in the ~~Registrar~~name of the relevant depositary, to the Fiscal Agent's distribution account. Unless otherwise agreed in respect of any Tranche of Instruments by the relevant Issuer and the Relevant Dealer and notified to the Fiscal Agent each Instrument which is so credited to the Fiscal Agent's distribution account with Euroclear or Clearstream, Luxembourg or such other clearing system following the delivery of a Temporary Global Instrument or Registered Instrument to the relevant depositary shall be held to the order of the relevant Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis in accordance with the normal procedures of Euroclear ~~Bank~~ or Clearstream, Luxembourg or such other clearing system, as the case may be and, on an against payment basis, to credit the Instruments represented by such Bearer Global Instrument or Registered Global Instrument to such securities account(s) as shall have been notified to the Issue and Paying Agent or, as the case may be~~, the Registrar by the Issuer~~. The ~~Issue and Paying~~ Fiscal Agent ~~or, as the case may be, the Registrar~~ shall on the ~~Issue Date~~ issue date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer (with same value date) the proceeds of issue to the relevant Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, or the relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the Issue Date in respect of the relevant Tranche the relevant Bearer Global Instrument or the relevant Registered Global Instrument, as the case may be4.1 above. 4.5 If the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar should pay an amount (an ~~advance~~"ADVANCE") to ~~the~~ an Issuer in the belief that a payment has been or will be received from a ~~Dealer,~~ Dealer and if such payment is not received by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar on the date that the ~~Issue and Paying Agent,~~ Fiscal Agent or, as the case may be, the Registrar pays the relevant Issuer, ~~the~~ such Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (or 366 ~~days~~ days, in the case of a leap year) in the case of an advance paid in ~~Sterling~~sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (ai) repayment of the advance or (bii) receipt by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate ~~reasonably determined and certified~~ per annum specified by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar ~~and expressed as a rate per annum~~ as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 ~~The~~ Unless a Permanent Global Instrument from the stock provided for in Clause 4.2 is to be used and the relevant Issuer has provided such document to the Fiscal Agent pursuant to Clause 4.2, the relevant Issuer shall, in relation to each Tranche of ~~Instruments which is represented by a Temporary Global Instrument~~Bearer Instruments, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent not less than ~~ten (five, in the case of an exchange for the Permanent Global Instrument)~~ four Luxembourg Banking Days before the Exchange Date for the relevant Temporary Global ~~Instrument becomes exchangeable therefore~~Instrument, the Permanent Global Instrument (in unauthenticated ~~form,~~ form but executed by ~~the~~ such Issuer and otherwise complete) in relation thereto ~~unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2~~ or, as the case may be, the Definitive ~~Bearer~~ Instruments (in unauthenticated ~~form,~~ form but executed by ~~the~~ such Issuer and otherwise complete) in relation thereto. If, in the case of a Series ~~represented by a~~ comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument ~~which~~ is exchangeable for Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments, (unless a Registered Instrument from the stock provided for in Clause 4.2 is to be used and the relevant Issuer shall have provided such document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the ~~Registrar~~ Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the ~~Registrar~~ Registrar, shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Permanent Global Instrument or, as the case may be, Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global ~~Instrument and the Trust Deed~~Instrument. 4.7 The relevant Issuer shall, in relation to each Tranche of Bearer Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global ~~Instrument or which is due to be exchanged in accordance with its terms~~Instrument, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent ~~and/or, as the case may be, the Registrar~~ not less than 10 ten Luxembourg Banking Days before the ~~latest date~~ day on which the relevant notice period expires ~~or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void,~~ the Definitive ~~Bearer Instruments and/or Definitive Registered~~ Instruments (in unauthenticated form but executed by ~~the~~ such Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Permanent Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a Registered Instrument from the stock provided for in Clause 4.2 is to be used and the relevant Issuer shall have provided such document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Permanent Global Instrument for Registered Instruments in accordance with the terms of the Permanent Global Instrument. The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, ~~Registrar~~ the Registrar, shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global ~~Instrument and the Trust Deed~~Instrument. 4.8 Where any Definitive Instruments with Coupons attached are to be delivered in exchange (not earlier than the Exchange Date) for a Temporary Global Instrument or a Permanent Global Instrument, the ~~Issue and Paying~~ Fiscal Agent shall ensure that ~~(a) in the case of Definitive Instruments with Coupons attached,~~ such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; and (b) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid. 4.9 The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall hold in safe custody and in trust for the account of, and to the order of, the relevant Issuer all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments ~~(including any Coupons attached thereto) or~~ or, as the case may be, Registered ~~Global~~ Instruments delivered to it in accordance with this ~~Clause~~ Section 4, ~~Clause~~ Section 5 ~~and Clause 13~~ or Section 11 and shall ensure that the same ~~(or, in the case of a master Bearer Global Instrument or a master Registered Global Instrument, copies thereof)~~ are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the Issue and Paying Agent, the Registrar and the Replacement Agent (as defined in Clause 5.1) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under Clause 4, Clause 5 and Clause 13 and each of the Issue and Paying Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 ~~Each of the Issue and Paying~~ The Fiscal Agent and the Registrar is are authorised by the relevant Issuer to authenticate such Temporary Global Instruments, Permanent Global Instruments, Definitive ~~Instruments,~~ -10- Instruments or, as the case may be, Registered ~~Global~~ Instruments as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument or a Permanent Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments and/or Registered Instruments, the ~~Issue and Paying~~ Fiscal Agent shall ~~(i) where the Temporary Global Instrument is a CGN,~~ note or procure that there is noted on the Schedule to to, or in the absence of a Schedule, on the face of, the Temporary Global Instrument or, as the case may be, Permanent Global Instrument the aggregate principal amount thereof so exchanged and the remaining principal amount of the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (~~if the Permanent Global Instrument is a CGN) the aggregate nominal amount thereof so exchanged and the remaining nominal amount of the Temporary Global Instrument (~~which shall be the previous ~~nominal~~ principal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate ~~nominal~~ principal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditionsbehalf. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange. The Issue and Paying Fiscal Agent shall ~~(i), where the Temporary or Permanent Global Instrument is a CGN,~~ forthwith cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments ~~or (ii), where the Temporary or Permanent Global Instrument is a CGN, instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange~~ and/or ~~cancellation~~Registered Instruments. 4.12 The relevant Issuer shall, in relation to ~~any~~ each series of Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Luxembourg Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (~~Talon Exchange Date~~"TALON EXCHANGE DATE"), ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent ~~(or such other agent specified in the relevant Final Terms)~~ such number of Coupon sheets asas may be required in order to enable the Paying Agents to fulfil their obligation under Clause 4.13 hereof. 4.13 The Paying Agent shall on or after the Talon Exchange Date in respect of such Talon deliver a Coupon sheet against the presentation and surrender of such Talon provided that if any Talon is presented and surrendered for exchange to any Paying Agent and the Replacement Agent (as defined in Clause 5.1) has delivered a replacement therefor the Paying Agent shall forthwith notify the Fiscal Agent which shall immediately inform the relevant Issuer of such presentation and surrender and the Paying Agent shall not exchange against the same unless and until it is so instructed in writing by the Fiscal Agent. The Paying Agent which makes an exchange as set out in this Clause 4.13 shall cancel each Talon surrendered to it and in respect of which a Coupon sheet shall have been delivered and shall (if such Paying Agent is not the Fiscal Agent) forthwith deliver the cancelled Talon to the Fiscal Agent. 4.14 Each of the Issuers undertakes to notify the Fiscal Agent of any changes in the identity of the Dealers and the Fiscal Agent agrees to notify the other Paying Agents and Registrars thereof as soon as reasonably practicable thereafter.

Appears in 1 contract

Sources: Fiscal Agency Agreement (Abb LTD)

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any ~~Relevant Agreement,~~ agreement between the Issuer and any Dealer(s) for the sale by the Issuer and the purchase by such Dealer(s) of any Instruments the Issuer shall, as soon as practicable but in any ~~event,~~ event not later than ~~2.00~~ 3.00 p.m. (~~London~~ Luxembourg time) ~~on the third~~ four Luxembourg Banking ~~Day~~ Days, prior to the ~~Issue Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue):~~proposed issue date therefor: (a) confirm by tested ~~facsimile~~ telex or tested fax, to the ~~Issue and Paying~~ Fiscal Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the ~~Issue and Paying~~ Fiscal Agent), ) all such information as the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement ~~and,~~ and in particular, ~~whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (~~if a ~~master Bearer~~ Temporary Global Instrument or ~~master~~ Registered ~~Global Instrument is~~ Instruments from the stock provided for in Clause 4.2 is/are to be used), such details as are necessary to enable it to complete ~~a duplicate or duplicates of the master Bearer~~ such Temporary Global Instrument or ~~master~~ Registered ~~Global Instrument and (if medium term note~~ Instruments, the settlement and payment procedures ~~are~~ applicable to ~~apply)~~ the relevant Tranche of Instruments and the account of the Issuer to which payment should be made; (b) deliver a duly executed copy of the Pricing Supplement in relation to the relevant Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to the Fiscal Agent); and (c) unless a ~~master Bearer~~ Temporary Global Instrument or a ~~master~~ Registered ~~Global~~ Instrument from the stock provided for in Clause 4.2 is to be used and the Issuer shall have provided such document to the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent ~~an appropriate Bearer~~ a Temporary Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar ~~a master~~ Registered ~~Global Instrument~~ Instruments (in unauthenticated form and with the names of the registered holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee)Tranche. 4.2 The Issuer may, at its option, deliver from time to time to the ~~Issue and Paying~~ Fiscal Agent a stock of ~~master~~ pro forma Temporary Global Instruments and ~~master~~ Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) ~~and/or~~ and/or, to the ~~Registrar master~~ Registrar, a stock of pro forma Registered ~~Global~~ Instruments (in unauthenticated form but executed on behalf of the Issuer)~~. 4.3~~ . Any such stock of Instruments shall be held in safe custody by the Fiscal Agent or, as the case may be, the Registrar upon trust for the Issuer for use only in accordance with the written instructions of the Issuer. The ~~Issue and Paying Agent~~Fiscal Agent or, as the case may be, the Registrar shall return the stock of Instruments to the Issuer forthwith upon written request by the Issuer. 4.3 The Fiscal Agent or, as the case may be, the Registrar shall, on behalf of the Issuer, where the relevant Instruments are to be ~~admitted to the official list of Euronext Dublin and to trading~~ listed on ~~Euronext Dublin’s regulated market~~SWX, deliver a copy of the ~~Final Terms~~ Pricing Supplement in relation to the relevant Tranche to the ~~Central Bank of Ireland~~ Listing Agent as soon as practicable ~~after receipt thereof~~ but in any event not later than ~~the cut off time~~ 2.00 p.m. (local time) two Zurich Banking Days prior to the proposed issue date ~~therefore so that the Instruments will be listed on the Issue Date~~therefor. 4.4 ~~Except~~ The provisions of this Clause 4.4 shall apply to each Tranche of Instruments unless otherwise agreed between the Issuer, the Relevant Dealer and the Fiscal Agent or (in the case of ~~issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on~~ Registered Instruments) the Registrar. On or before 10.00 a.m. (~~London~~ local time) ~~on the~~ two Banking ~~Day~~ Days prior to the ~~Issue Date~~ issue date in relation to each Tranche, the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver ~~or procure the authentication and delivery of~~ to the relevant ~~Bearer~~ depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system the relevant Temporary Global Instrument or, as the case may be, Registered ~~Global Instrument~~ Instruments together with instructions to ~~the relevant common depositary (if the relevant Bearer Global Instrument is a CGN~~ Euroclear or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear Bank and/or Clearstream, Luxembourg ~~and/or any~~ or such other relevant clearing system and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as the case may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer Global Instrument or Registered Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instruments. The Issue and Paying Agent or, as the case may be, the Registrar shall give instructions to Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit the Instruments represented by ~~a Bearer~~ such Temporary Global Instrument held by or, as the case may be, a Registered Global Instrument registered in the name of a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the ~~relevant~~ Registered ~~Global Instrument is held under the NSS, the common safekeeper for~~ Instruments to such clearing system to the Issue and Paying Agent’s or, as the case may be, Registrar’s distribution account and to hold each such Instrument to the order of the Issuer pending delivery to the Relevant Dealer(ssecurities account(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the ~~Issue and Paying~~ Fiscal Agent) as shall have been notified to the Fiscal Agent by the Issuer. The Fiscal Agent shall give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a Temporary Global Instrument or, as the case may be, Registered Instruments registered in the ~~Registrar~~name of the relevant depositary, to the Fiscal Agent’s distribution account. Unless otherwise agreed in respect of any Tranche of Instruments by the Issuer and the Relevant Dealer and notified to the Fiscal Agent each Instrument which is so credited to the Fiscal Agent’s distribution account with Euroclear or Clearstream, Luxembourg or such other clearing system following the delivery of a Temporary Global Instrument or Registered Instrument to the relevant depositary shall be held to the order of the Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis in accordance with the normal procedures of Euroclear ~~Bank~~ or Clearstream, Luxembourg or such other clearing system, as the case may be and, on an against payment basis, to credit the Instruments represented by such Bearer Global Instrument or Registered Global Instrument to such securities account(s) as shall have been notified to the Issue and Paying Agent or, as the case may be~~, the Registrar by the Issuer~~. The ~~Issue and Paying~~ Fiscal Agent ~~or, as the case may be, the Registrar~~ shall on the ~~Issue Date~~ issue date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer (with same value date) the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, or the relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the Issue Date in respect of the relevant Tranche the relevant Bearer Global Instrument or the relevant Registered Global Instrument, as the case may be4.1 above. 4.5 If the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar should pay an amount (an “advance”) to the Issuer in the belief that a payment has been or will be received from a ~~Dealer,~~ Dealer and if such payment is not received by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar on the date that the ~~Issue and Paying Agent,~~ Fiscal Agent or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (or 366 ~~days~~ days, in the case of a leap year) in the case of an advance paid in ~~Sterling~~sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (ai) repayment of the advance or (bii) receipt by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate ~~reasonably determined and certified~~ per annum specified by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar ~~and expressed as a rate per annum~~ as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 ~~The~~ Unless a Permanent Global Instrument from the stock provided for in Clause 4.2 is to be used and the Issuer has provided such document to the Fiscal Agent pursuant to Clause 4.2, the Issuer shall, in relation to each Tranche of ~~Instruments which is represented by a Temporary Global Instrument~~Bearer Instruments, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent not less than ~~ten (five, in the case of an exchange for the Permanent Global Instrument)~~ four Luxembourg Banking Days before the Exchange Date for the relevant Temporary Global ~~Instrument becomes exchangeable therefore~~Instrument, the Permanent Global Instrument (in unauthenticated ~~form,~~ form but executed by the Issuer and otherwise complete) in relation thereto ~~unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2~~ or, as the case may be, the Definitive ~~Bearer~~ Instruments or Registered Instruments (in unauthenticated ~~form,~~ form but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series ~~represented by a~~ comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument ~~which~~ is exchangeable for Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments, (unless a Registered Instrument from the stock provided for in Clause 4.2 is to be used and the Issuer shall have provided such document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the ~~Registrar~~ Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the ~~Registrar~~ Registrar, shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Permanent Global Instrument or, as the case may be, Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global ~~Instrument and the Trust Deed~~Instrument. 4.7 The Issuer shall, in relation to each Tranche of Bearer Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global ~~Instrument or which is due to be exchanged in accordance with its terms~~Instrument, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent ~~and/or, as the case may be, the Registrar~~ not less than 10 ten Luxembourg Banking Days before the ~~latest date~~ day on which the relevant notice period expires ~~or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void,~~ the Definitive ~~Bearer Instruments and/or Definitive Registered~~ Instruments (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Permanent Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a Registered Instrument from the stock provided for in Clause 4.2 is to be used and the Issuer shall have provided such document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Permanent Global Instrument for Registered Instruments in accordance with the terms of the Permanent Global Instrument. The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, ~~Registrar~~ the Registrar, shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global ~~Instrument and the Trust Deed~~Instrument. 4.8 Where any Definitive Instruments with Coupons attached are to be delivered in exchange (not earlier than the Exchange Date) for a Temporary Global Instrument or a Permanent Global Instrument, the ~~Issue and Paying~~ Fiscal Agent shall ensure that ~~(a) in the case of Definitive Instruments with Coupons attached,~~ such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; and (b) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid. 4.9 The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall hold in safe custody and in trust for the account of, and to the order of, the Issuer all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments ~~(including any Coupons attached thereto) or~~ or, as the case may be, Registered ~~Global~~ Instruments delivered to it in accordance with this ~~Clause~~ Section 4, ~~Clause~~ Section 5 ~~and Clause 13~~ or Section 11 and shall ensure that the same ~~(or, in the case of a master Bearer Global Instrument or a master Registered Global Instrument, copies thereof)~~ are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the Issue and Paying Agent, the Registrar and the Replacement Agent (as defined in Clause 5.1) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under Clause 4, Clause 5 and Clause 13 and each of the Issue and Paying Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 ~~Each of the Issue and Paying~~ The Fiscal Agent and the Registrar is are authorised by the Issuer to authenticate such Temporary Global Instruments, Permanent Global Instruments, Definitive ~~Instruments,~~ Instruments or, as the case may be, Registered ~~Global~~ Instruments as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument or a Permanent Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments and/or Registered Instruments, the ~~Issue and Paying~~ Fiscal Agent shall ~~(i) where the Temporary Global Instrument is a CGN,~~ note or procure that there is noted on the Schedule to to, or in the absence of a Schedule, on the face of, the Temporary Global Instrument or, as the case may be, Permanent Global Instrument the aggregate principal amount thereof so exchanged and the remaining principal amount of the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (~~if the Permanent Global Instrument is a CGN) the aggregate nominal amount thereof so exchanged and the remaining nominal amount of the Temporary Global Instrument (~~which shall be the previous ~~nominal~~ principal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate ~~nominal~~ principal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditionsbehalf. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange. The Issue and Paying Fiscal Agent shall ~~(i), where the Temporary or Permanent Global Instrument is a CGN,~~ forthwith cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments ~~or (ii), where the Temporary or Permanent Global Instrument is a CGN, instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange~~ and/or ~~cancellation~~Registered Instruments. 4.12 The Issuer shall, in relation to ~~any~~ each series of Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Luxembourg Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (“Talon Exchange Date”), ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent ~~(or such other agent specified in the relevant Final Terms)~~ such number of Coupon sheets asas may be required in order to enable the Paying Agent to fulfil their obligation under Clause 4.13 hereof. 4.13 The Paying Agent shall on or after the Talon Exchange Date in respect of such Talon deliver a Coupon sheet against the presentation and surrender of such Talon provided that if any Talon is presented and surrendered for exchange to any Paying Agent and the Replacement Agent (as defined in Clause 5.1) has delivered a replacement therefor the Paying Agent shall forthwith notify the Fiscal Agent which shall immediately inform the Issuer of such presentation and surrender and the Paying Agent shall not exchange against the same unless and until it is so instructed in writing by the Fiscal Agent. The Paying Agent which makes an exchange as set out in this Clause 4.13 shall cancel each Talon surrendered to it and in respect of which a Coupon sheet shall have been delivered and shall (if such Paying Agent is not the Fiscal Agent) forthwith deliver the cancelled Talon to the Fiscal Agent. 4.14 The Issuer undertakes to notify the Fiscal Agent of any changes in the identity of the Dealers and the Fiscal Agent agrees to notify the other Paying Agents and Registrars thereof as soon as reasonably practicable thereafter.

Appears in 1 contract

Sources: Fiscal Agency Agreement (Abb LTD)

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 4.01 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the third Banking Day prior to the proposed Issue ~~Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue):~~Date: (a) confirm by tested telex or tested facsimile to the Issue and Paying Agent ~~or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Issue and Paying Agent),~~ all such information as the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ may reasonably require to carry out its functions under this Agreement ~~and,~~ and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master ~~Bearer Global Instrument or master Registered~~ Global Instrument is to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master ~~Bearer Global Instrument or master Registered~~ Global Instrument and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; (b) deliver a copy, duly executed, of the Pricing Supplement in relation to the relevant Tranche to the Issue and Paying Agent; and (c) unless a master ~~Bearer Global Instrument or a master Registered~~ Global Instrument is to be used and the Issuer shall have provided such document to the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ pursuant to Clause ~~4.2~~4.02, ensure that there is delivered to the Issue and Paying Agent an appropriate ~~Bearer Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a master Registered~~ Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee)Tranche. ~~4.2~~ 4.02 The Issuer may, at its option, deliver from time to time to the Issue and Paying Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer~~) and/or to the Registrar master Registered Global Instruments (in unauthenticated form but executed on behalf of the Issuer~~). ~~4.3~~ 4.03 The Issue and Paying ~~Agent, as the case may be, the Registrar~~ Agent shall on behalf of the Issuer, where the relevant Instruments are to be ~~admitted to~~ listed on the ~~official list of Euronext Dublin and to trading on Euronext Dublin’s regulated market~~Luxembourg Stock Exchange, deliver a copy of the ~~Final Terms~~ Pricing Supplement in relation to the relevant Tranche to the ~~Central Bank of Ireland~~ Luxembourg Stock Exchange as soon as practicable ~~after receipt thereof~~ but in any event not later than ~~the cut off time~~ 2.00 p.m. (local time) no later than three Luxembourg business days prior to the proposed issue date ~~therefore so that the Instruments will be listed on the Issue Date~~therefor. ~~4.4~~ 4.04 Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause ~~4.4~~ 4.04 shall not apply, on or before 10.00 a.m. (London time) on the Banking Day prior to the ~~Issue Date~~ issue date in relation to each Tranche, the Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall authenticate and deliver ~~or procure the authentication and delivery of~~ the relevant ~~Bearer Global Instrument or, as the case may be, Registered~~ Global Instrument to the relevant ~~common~~ depositary (if the relevant Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear and/or Cedel Bank ~~and/or Clearstream, Luxembourg~~ and/or any other relevant clearing system and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as the case may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer Global Instrument or Registered Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instrumentssystem. The Issue and Paying Agent ~~or, as the case may be, the Registrar~~ shall give instructions to Euroclear and/or Cedel Bank ~~and/or Clearstream, Luxembourg~~ and/or any other relevant clearing system to credit Instruments represented by a ~~Bearer~~ Global Instrument held by or, as the case may be, a Registered Global Instrument registered in the name of a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the relevant Registered Global Instrument is held under the NSS, the common safekeeper for such clearing system to the Issue and Paying Agent~~’s or, as the case may be, Registrar’s~~ 's distribution account and to hold each such Instrument to the order of the Issuer pending delivery to the ~~Relevant~~ relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Issue and Paying ~~Agent or, as the case may be, the Registrar~~Agent) in accordance with the normal procedures of Euroclear or Cedel Bank ~~or Clearstream, Luxembourg~~ or such other clearing system, as the case may be and, ~~on an against payment basis~~following payment, to credit the Instruments represented by such ~~Bearer Global Instrument or Registered~~ Global Instrument to such securities account(s) as shall have been notified to the Issue and Paying Agent or, as the case may be, the Registrar by the Issuer. The Issue and Paying Agent or, as the case may be, the Registrar shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, or the relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the Issue Date in respect of the relevant Tranche the relevant Bearer Global Instrument or the relevant Registered Global Instrument, as the case may be. 4.5 If the Issue and Paying Agent or, as the case may be, the Registrar should pay an amount (an advance) to the Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Issue and Paying Agent or, as the case may be, the Registrar on the date that the Issue and Paying Agent, or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in Sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (a) repayment of the advance or (b) receipt by the Issue and Paying Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Issue and Paying Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Issue and Paying Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) Banking Days before the relevant Temporary Global Instrument becomes exchangeable therefore, the Permanent Global Instrument (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Bearer Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series represented by a Temporary Global Instrument which is exchangeable for Definitive Bearer Instruments and/or Definitive Registered Instruments, the Issuer shall ensure that there is delivered to the Registrar sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver or procure the authentication and delivery of such Permanent Global Instrument or, as the case may be, Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and the Trust Deed. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Issue and Paying Agent and/or, as the case may be, the Registrar not less than 10 Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Bearer Instruments and/or Definitive Registered Instruments (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Issue and Paying Agent or, as the case may be, Registrar shall authenticate and deliver or procure the authentication and delivery of such Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument and the Trust Deed. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Issue and Paying Agent shall ensure that (a) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; and (b) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid. 4.9 The Issue and Paying Agent or, as the case may be, the Registrar shall hold in safe custody all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or Registered Global Instruments delivered to it in accordance with this Clause 4, Clause 5 and Clause 13 and shall ensure that the same (or, in the case of a master Bearer Global Instrument or a master Registered Global Instrument, copies thereof) are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Instrument. The Issuer shall ensure that each of the Issue and Paying Agent, the Registrar and the Replacement Agent (as defined in Clause 5.1) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under Clause 4, Clause 5 and Clause 13 and each of the Issue and Paying Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Issue and Paying Agent and the Registrar is authorised by the Issuer to authenticate such Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments, or, as the case may be, Registered Global Instruments as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Issue and Paying Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments the Issue and Paying Agent shall (i) where the Temporary Global Instrument is a CGN, note or procure that there is noted on the Schedule to the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (if the Permanent Global Instrument is a CGN) the aggregate nominal amount thereof so exchanged and the remaining nominal amount of the Temporary Global Instrument (which shall be the previous nominal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate nominal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditions. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange. The Issue and Paying Agent shall (i), where the Temporary or Permanent Global Instrument is a CGN, cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments or (ii), where the Temporary or Permanent Global Instrument is a CGN, instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange and/or cancellation. 4.12 The Issuer shall, in relation to any Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (Talon Exchange Date), ensure that there is delivered to the Issue and Paying Agent (or such other agent specified in the relevant Final Terms) such number of Coupon sheets asthe

Appears in 1 contract

Sources: Issue and Paying Agency Agreement (Capital One Financial Corp)

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the third Banking Day prior to the Issue Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue): (a) confirm by tested facsimile to the Issue and Paying Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Issue and Paying Agent), all such information as the Issue and Paying Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and, in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Bearer Global Instrument or master Registered Global Instrument is to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master Bearer Global Instrument or master Registered Global Instrument and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; (b) unless a master Bearer Global Instrument or a master Registered Global Instrument is to be used and the Issuer shall have provided such document to the Issue and Paying Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Issue and Paying Agent an appropriate Bearer Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a master Registered Global Instrument (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee). 4.2 The Issuer may, at its option, deliver from time to time to the Issue and Paying Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) and/or to the Registrar master Registered Global Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 The Issue and Paying Agent, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to the official list of Euronext Dublin and to trading on Euronext Dublin’s regulated market, deliver a copy of the Final Terms in relation to the relevant Tranche to the Central Bank of Ireland as soon as practicable after receipt thereof but in any event not later than the cut off time prior to the proposed issue date therefore so that the Instruments will be listed on the Issue Date. 4.4 Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on or before 10.00 a.m. (London time) on the Banking Day prior to the Issue Date in relation to each Tranche, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver or procure the authentication and delivery of the relevant Bearer Global Instrument or, as the case may be, Registered Global Instrument to the relevant common depositary (if the relevant Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as the case may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer Global Instrument or Registered Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instruments. The Issue and Paying Agent or, as the case may be, the Registrar shall give instructions to Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a Bearer Global Instrument held by or, as the case may be, a Registered Global Instrument registered in the name of a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the relevant Registered Global Instrument is held under the NSS, the common safekeeper for such clearing system to the Issue and Paying Agent’s 's or, as the case may be, Registrar’s 's distribution account and to hold each such Instrument to the order of the Issuer pending delivery to the Relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Issue and Paying Agent or, as the case may be, the Registrar) in accordance with the normal procedures of Euroclear Bank or Clearstream, Luxembourg or such other clearing system, as the case may be and, on an against payment basis, to credit the Instruments represented by such Bearer Global Instrument or Registered Global Instrument to such securities account(s) as shall have been notified to the Issue and Paying Agent or, as the case may be, the Registrar by the Issuer. The Issue and Paying Agent or, as the case may be, the Registrar shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, or the relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the Issue Date in respect of the relevant Tranche the relevant Bearer Global Instrument or the relevant Registered Global Instrument, as the case may be. 4.5 If the Issue and Paying Agent or, as the case may be, the Registrar should pay an amount (an advance) to the Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Issue and Paying Agent or, as the case may be, the Registrar on the date that the Issue and Paying Agent, or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in Sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (a) repayment of the advance or (b) receipt by the Issue and Paying Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Issue and Paying Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount.an 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Issue and Paying Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) Banking Days before the relevant Temporary Global Instrument becomes exchangeable therefore, the Permanent Global Instrument (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Bearer Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series represented by a Temporary Global Instrument which is exchangeable for Definitive Bearer Instruments and/or Definitive Registered Instruments, the Issuer shall ensure that there is delivered to the Registrar sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver or procure the authentication and delivery of such Permanent Global Instrument or, as the case may be, Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and the Trust Deed. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Issue and Paying Agent and/or, as the case may be, the Registrar not less than 10 Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Bearer Instruments and/or Definitive Registered Instruments (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Issue and Paying Agent or, as the case may be, Registrar shall authenticate and deliver or procure the authentication and delivery of such Definitive Bearer Instruments and/or Definitive Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument and the Trust Deed. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Issue and Paying Agent shall ensure that (a) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; and (b) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid. 4.9 The Issue and Paying Agent or, as the case may be, the Registrar shall hold in safe custody all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or Registered Global Instruments delivered to it in accordance with this Clause 4, Clause 5 and Clause 13 and shall ensure that the same (or, in the case of a master Bearer Global Instrument or a master Registered Global Instrument, copies thereof) are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Instrument. The Issuer shall ensure that each of the Issue and Paying Agent, the Registrar and the Replacement Agent (as defined in Clause 5.1) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under Clause 4, Clause 5 and Clause 13 and each of the Issue and Paying Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Issue and Paying Agent and the Registrar is authorised by the Issuer to authenticate such Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments, or, as the case may be, Registered Global Instruments as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Issue and Paying Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments the Issue and Paying Agent shall (i) where the Temporary Global Instrument is a CGN, note or procure that there is noted on the Schedule to the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (if the Permanent Global Instrument is a CGN) the aggregate nominal amount thereof so exchanged and the remaining nominal amount of the Temporary Global Instrument (which shall be the previous nominal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate nominal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the ~~relevant~~ Terms and Conditions. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange. The Issue and Paying Agent shall (i), where the Temporary or Permanent Global Instrument is a CGN, cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments or (ii), where the Temporary or Permanent Global Instrument is a CGN, instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange and/or cancellation. 4.12 The Issuer shall, in relation to any Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (Talon Exchange Date), ensure that there is delivered to the Issue and Paying Agent (or such other agent specified in the relevant Final Terms) such number of Coupon sheets asas may be required in order to enable the Paying Agents to fulfil their obligation under Clause 4.13 hereof. 4.13 The relevant Paying Agent shall, against the presentation and surrender of any Talon, on or after the Talon Exchange Date in respect of such Talon, deliver a Coupon sheet provided that if any Talon is presented and surrendered for exchange to a Paying Agent and the Replacement Agent has delivered a replacement therefore and so notified such Paying Agent such Paying Agent shall forthwith notify the Issuer of such presentation and surrender and shall not exchange against the same unless and until it is so instructed by the Issuer. After making such exchange, the Paying Agent shall cancel each Talon surrendered to it and in respect of which a Coupon sheet shall have been delivered and shall (if such Paying Agent is not the Issue and Paying Agent) deliver the same to or to the order of the Issue and Paying Agent. 4.14 The Issuer undertakes to notify the Issue and Paying Agent of any changes in the identity of the Dealers appointed generally in respect of the Programme and the Issue and Paying Agent agrees to notify the other Paying Agents, the Registrar and the Trustee thereof

Appears in 1 contract

Sources: Issue and Paying Agency Agreement

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the third (or, in the case of sub-clause 4.1.2 on the second) Banking Day prior to the proposed Issue ~~Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue):~~Date: ~~(a)~~ 4.1.1 confirm by tested ~~facsimile~~ fax to the ~~Issue and Paying~~ Fiscal Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the ~~Issue and Paying~~ Fiscal Agent), all such information as the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement ~~and,~~ and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master ~~Bearer~~ Global Instrument or ~~master~~ Registered ~~Global Instrument is~~ Instruments is/are to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master ~~Bearer~~ Global Instrument or master Registered ~~Global Instrument~~ Instruments and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; 4.1.2 deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Fiscal Agent or, as the case may be, the Registrar (b) copied to the Fiscal Agent); and 4.1.3 unless a master ~~Bearer~~ Global Instrument or a master Registered ~~Global~~ Instrument is to be used and the Issuer shall have provided such document to the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent an appropriate ~~Bearer~~ Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a ~~master~~ stock of Registered ~~Global Instrument~~ Instruments (in unauthenticated form and with the names of the registered Holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee)Tranche. 4.2 The Issuer may, at its option, deliver from time to time to the ~~Issue and Paying~~ Fiscal Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) ~~and/or~~ and/or, to the ~~Registrar~~ Registrar, master Registered ~~Global~~ Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 The ~~Issue and Paying Agent~~Fiscal Agent or, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to ~~the official list of Euronext Dublin and to~~ trading on ~~Euronext Dublin’s regulated market~~the Luxembourg Stock Exchange, deliver a copy of the Final Terms in relation to the relevant Tranche to Kredietbank S.A. Luxembourgeoise in its capacity as listing agent for onward delivery to the ~~Central Bank of Ireland~~ Luxembourg Stock Exchange as soon as practicable ~~after receipt thereof~~ but in any event not later than 11.00 a.m. (local time) on the ~~cut off time~~ London business day prior to the proposed issue date ~~therefore so that the Instruments will be listed on the Issue Date~~therefor. 4.4 ~~Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on~~ On or before 10.00 a.m. (London time) on the Banking Day prior to the ~~Issue Date~~ issue date in relation to each Tranche, the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver ~~or procure the authentication and delivery of~~ the relevant ~~Bearer~~ Global Instrument or, as the case may be, Registered ~~Global Instrument~~ Instruments to the relevant ~~common~~ depositary (if the relevant Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear ~~Bank~~ and/or Clearstream, Luxembourg (which in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument shall be a specified Common Safekeeper) and/or any other relevant clearing system and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as the case may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer Global Instrument or Registered Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instrumentssystem. The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar ~~shall~~ shall: 4.4.1 give instructions to Euroclear ~~Bank~~ and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Registered Instruments ~~represented by a Bearer Global Instrument held by or, as the case may be, a Registered Global Instrument~~ registered in the name of the relevant depositary, to the Registrar's distribution account; 4.4.2 instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Instrument has been delivered, to credit the underlying Instruments represented by such Global Instrument to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer, on a ~~nominee of~~delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis; or 4.4.3 in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument, instruct the Common Safekeeper to effectuate the Global Instrument (provided that, if the Fiscal Agent is the Common Safekeeper, the ~~common depositary (where~~ Fiscal Agent shall effectuate the ~~Bearer~~ Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the relevant Registered Global Instrument is held under the NSS, the common safekeeper for such clearing system to the Issue and Paying Agent’s or, as the case may be, Registrar’s distribution account Instrument); and to hold each such Instrument to the order of the Issuer pending delivery to the ~~Relevant~~ relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar) in accordance with the normal procedures of Euroclear ~~Bank~~ or Clearstream, Luxembourg or such other clearing system, as the case may be (provided that in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Instrument) and, ~~on an against payment basis~~following payment, to credit the Instruments represented by such ~~Bearer~~ Global Instrument or the Registered ~~Global Instrument~~ Instruments to such securities account(s) as shall have been notified to the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar by the Issuer. The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall on the ~~Issue Date~~ issue date in respect of the relevant Tranche and against receipt of funds from the relevant ~~Dealer(s)~~ person transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, or the ~~relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the ~~Issue Date~~ issue date in respect of the relevant Tranche the relevant ~~Bearer~~ Global Instrument ~~or the relevant Registered Global Instrument~~or, as the case may be, Registered Instrument. 4.5 If the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar should pay an amount (an "advance") to the Issuer in the belief that a payment has been or will be received from ~~a Dealer~~any person, and if such payment is not received by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar on the date that the ~~Issue and Paying Agent,~~ Fiscal Agent or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from ~~the Dealer~~such person) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in ~~Sterling~~sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (ai) repayment of the advance or (bii) receipt by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) Banking Days before the relevant Temporary Global Instrument becomes exchangeable ~~therefore~~therefor, the Permanent Global Instrument (in unauthenticated ~~form~~form (and, if applicable, uneffectuated), but executed by the Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the ~~Issue and Paying~~ Fiscal Agent pursuant to Clause 4.2 or, as the case may be, the Definitive ~~Bearer~~ Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series ~~represented by a~~ comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument ~~which~~ is exchangeable for Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments, (unless a master Registered Instrument is to be used and the Issuer shall have provided the relevant document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the ~~Registrar~~ Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Permanent Global Instrument or, as the case may be, Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument ~~and~~ and, in the ~~Trust Deed~~case of an NGN Permanent Global Instrument, the Fiscal Agent shall instruct the Common Safekeeper to effectuate the Permanent Global Instrument. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent and/or, as the case may be, the Registrar not less than 10 ten Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments (in unauthenticated form (and, if applicable, uneffectuated) but executed by the Issuer and otherwise complete) in relation thereto. The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, Registrar shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Definitive ~~Bearer~~ Instruments and/or ~~Definitive~~ Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global ~~Instrument and the Trust Deed~~Instrument. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the ~~Issue and Paying~~ Fiscal Agent shall ensure that (ai) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; ~~and~~ (bii) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid; and (iii) in the case of Instalment Instruments which are Definitive Instruments without Receipts, any Instalment Amounts that shall have then been paid shall be noted on the grid endorsed on such Definitive Instruments. 4.9 The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall hold in safe ~~custody~~ keeping all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or or, as the case may be, Registered ~~Global~~ Instruments delivered to it in accordance with this Clause 4, Clause 5 (Replacement Instruments) and Clause 13 11 (Miscellaneous Duties of the Registrars) and shall ensure that the same (or, in the case of a master ~~Bearer~~ Global Instrument or a master Registered ~~Global Instrument~~Instruments, copies thereof) are ~~authenticated~~ authenticated, effectuated (if applicable) and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the ~~Issue and Paying~~ Fiscal Agent, the Registrar and the Replacement Agent (as defined in Clause ~~5.1~~0) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under this Clause 4, Clause 5 (Replacement Instruments) and Clause 13 11 (Miscellaneous Duties of the Registrars) and each of the ~~Issue and Paying~~ Fiscal Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the ~~Issue and Paying~~ Fiscal Agent and the Registrar is authorised by the Issuer to authenticate and, if applicable, effectuate, such Temporary Global Instruments, Permanent Global Instruments, Definitive ~~Instruments,~~ Instruments or, as the case may be, Registered ~~Global~~ Instruments as may be required to be authenticated or, as the case may be, effectuated, hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments and/or Registered Instruments, the ~~Issue and Paying~~ Fiscal Agent ~~shall (i) where the Temporary Global Instrument is a CGN, note~~ or ~~procure that there is noted on the Schedule to the Temporary Global Instrument or,~~ as the case may be, ~~Permanent Global Instrument (if~~ the Permanent Global Instrument is a CGN) the aggregate nominal amount thereof so exchanged and the remaining nominal amount of the Temporary Global Instrument (which shall be the previous nominal amount thereof less (orRegistrar, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate nominal amount so exchanged) and shall procure the signature of such notation on its behalf or (ii) in the case of Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditions. The Issue and Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange. The Issue and Paying Agent shall (i), where the Temporary or Permanent Global Instrument is a CGN, cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments or (ii), where the Temporary or Permanent Global Instrument is a CGN, instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange and/or cancellation. 4.12 The Issuer shall, in relation to any Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (Talon Exchange Date), ensure that there is delivered to the Issue and Paying Agent (or such other agent specified in the relevant Final Terms) such number of Coupon sheets as:

Appears in 1 contract

Sources: Issue and Paying Agency Agreement

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any ~~Relevant Agreement,~~ agreement between SEK and a Dealer (or any other person or institution) for the ~~Issuer~~ issue by SEK and the subscription by such Dealer (or such other person or institution) of any Instruments SEK shall, as soon as practicable but in any ~~event,~~ event not later than ~~2.00~~ 3.00 p.m. (London time) ~~on the third Banking Day~~ three London business days prior to the ~~Issue Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue):~~proposed issue date therefor: (a) confirm by ~~tested facsimile~~ telex or fax the terms of such agreement to the ~~Issue and Paying~~ Fiscal Agent or, if such Instruments are to be Registered Instruments, the Registrar in writing; (~~copied~~ b) deliver a copy of the Final Terms or Drawdown Prospectus, as the case may be, in relation to the ~~Issue and Paying Agent), all such information as~~ relevant Series to the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the ~~Registrar may reasonably require to carry out its functions under this Agreement~~ Registrar; and, in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Bearer Global Instrument or master Registered Global Instrument is to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master Bearer Global Instrument or master Registered Global Instrument and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; (bc) unless a master Bearer Global Instrument or a master Registered Global Instrument is to be used and the Issuer shall have provided such document to the Issue and Paying Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent ~~an appropriate Bearer~~ a stock of CGI Temporary Global Instrument or NGI Temporary Global Instrument (as appropriate)) (in unauthenticated form but executed on behalf of ~~the Issuer~~ SEK and otherwise complete) or, as the case may be, to the Registrar a ~~master Registered Global~~ stock of Instrument Certificates (in unauthenticated (and, if applicable, uneffectuated) form and with the name of the registered holder left blank but executed on behalf of ~~the Issuer~~ SEK and otherwise complete) in relation to the relevant Tranche and by at least 2.00 p.m. (London time) on the second Banking Day prior to the issue date; and (c) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Issue and Paying Agent (copied to the Trustee) or, as the case may be, the Registrar (copied to the Issue and Paying Agent and the Trustee)Series. 4.2 ~~The Issuer may, at its option, deliver from time to time to~~ On or before the Issue and Paying Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) and/or to the Registrar master Registered Global Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 The Issue and Paying Agent, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to the official list of Euronext Dublin and to trading on Euronext Dublin’s regulated market, deliver a copy of the Final Terms in relation to the relevant Tranche to the Central Bank of Ireland as soon as practicable after receipt thereof but in any event not later than the cut off time prior to the proposed issue date therefore so that the Instruments will be listed on the Issue Date. 4.4 Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.4 shall not apply, on or before 10.00 a.m. (London time) on the Banking Day prior to the Issue Date in relation to each Series or Tranche and upon confirmation (which may be given by telephone, telex, fax, letter or in person) by SEK and the relevant Dealer that the conditions specified in Clause 2.3 of the Dealership Agreement have been satisfied or waived in relation to such Series or Tranche, the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver to or ~~procure~~ to the ~~authentication and delivery~~ order of the relevant ~~Bearer~~ Dealer the relevant CGI Temporary Global Instrument oror NGI Temporary Global Instrument, or as the case may be, ~~Registered Global~~ Instrument to the relevant common depositary (if the relevant Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or to the specified common safekeeper (if the relevant Bearer Global Instrument is a NGN or if the relevant Registered Global Instrument is held under the NSS) for Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system and, where the relevant Bearer Global Instrument is a Eurosystem- eligible NGN or the relevant Registered Global Instrument is held under the NSS, the Issue and Paying Agent or, as the case may be, the Registrar, shall instruct (i) the common safekeeper to effectuate the same (if the relevant Bearer Global Instrument or Registered Global Instrument has been transmitted by electronic means) and (ii) Euroclear Bank and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the tranche of Instruments. The Issue and Paying Agent or, as the case may be, the Registrar shall give instructions to Euroclear Bank and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a Bearer Global Instrument held by or, as the case may be, a Registered Global Instrument registered in the name of a nominee of, the common depositary (where the Bearer Global Instrument is a CGN or if the relevant Registered Global Instrument is not to be held under the NSS) or, where the Bearer Global Instrument is a NGN or the relevant Registered Global Instrument is held under the NSS, the common safekeeper for such clearing system to the Issue and Paying Agent’s or, as the case may be, Registrar’s distribution account and to hold each such Instrument to the order of the Issuer pending delivery to the Relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Issue and Paying Agent or, as the case may be, the Registrar) in accordance with the normal procedures of Euroclear Bank or Clearstream, Luxembourg or such other clearing system, as the case may be and, on an against payment basis, to credit the Instruments represented by such Bearer Global Instrument or Registered Global Instrument to such securities account(s) as shall have been notified to the Issue and Paying Agent or, as the case may be, the Registrar by the Issuer. The Issue and Paying Agent or, as the case may be, the Registrar shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, or the relevant Tranche is not intended to be cleared through any clearing system, the Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the Issue Date in respect of the relevant Tranche the relevant Bearer Global Instrument or the relevant Registered Global Instrument, as the case may beCertificates. 4.5 If the Issue and Paying Agent or, as the case may be, the Registrar should pay an amount (an advance) to the Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Issue and Paying Agent or, as the case may be, the Registrar on the date that the Issue and Paying Agent, or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in Sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (a) repayment of the advance or (b) receipt by the Issue and Paying Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Issue and Paying Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer 4.3 SEK shall, in relation to each ~~Tranche~~ Series of Instruments ~~which is represented by a Temporary Global Instrument~~in bearer form, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent not less than ~~ten (five, in the case of an exchange for the Permanent Global Instrument) Banking Days~~ five days before the relevant CGI Temporary Global Instrument or NGI Temporary Global Instrument becomes exchangeable ~~therefore,~~ for the CGI Permanent Global Instrument or NGI Permanent Global Instrument (in unauthenticated ~~form~~(and, if applicable, uneffectuated) form but executed by ~~the Issuer~~ SEK and otherwise complete) in relation thereto ~~unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Issue and Paying Agent pursuant to Clause 4.2~~ or, as the case may be, the Definitive ~~Bearer~~ Instruments (in unauthenticated ~~form,~~ form but executed by ~~the Issuer~~ SEK and otherwise complete) in relation thereto. If, in the case of a Series represented by a Temporary Global Instrument which is exchangeable for Definitive Bearer Instruments and/or Definitive Registered Instruments, the Issuer shall ensure that there is delivered to the Registrar sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The ~~Issue and Paying~~ Fiscal Agent ~~or, as the case may be, the Registrar~~ shall authenticate and deliver such CGI Permanent Global Instrument or ~~procure the authentication and delivery of such~~ NGI Permanent Global Instrument or, as the case may be, Definitive ~~Bearer Instruments and/or Definitive Registered~~ Instruments in accordance with the terms ~~hereof and~~ of the relevant CGI Temporary Global Instrument ~~and~~ or NGI Temporary Global Instrument and, in the ~~Trust Deed~~case of a NGI Permanent Global or a NGI Temporary Global Instrument, instruct the Common Safe-keeper to effectuate such NGI Temporary Global Instrument or NGI Permanent Global Instrument. ~~4.7 The Issuer~~ 4.4 SEK shall, in relation to each ~~Tranche~~ Series of Instruments in bearer form which is represented by a CGI Permanent Global Instrument or NGI Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such CGI Permanent Global Instrument or ~~which is due to be exchanged in accordance with its terms~~NGI Permanent Global Instrument, ensure that there is delivered to the ~~Issue and Paying~~ Fiscal Agent ~~and/or, as the case may be, the Registrar~~ not less than ~~10 Banking Days~~ five days before the ~~latest~~ date on which ~~the relevant notice period expires or, in any event, on which~~ such CGI Permanent Global Instrument ~~may be exchanged prior to becoming void,~~ or NGI Permanent Global Instrument becomes so exchangeable the Definitive ~~Bearer Instruments and/or Definitive Registered~~ Instruments (in unauthenticated form but executed by ~~the Issuer~~ SEK and otherwise complete) in relation thereto. The ~~Issue and Paying~~ Fiscal Agent ~~or, as the case may be, Registrar~~ shall authenticate and deliver ~~or procure the authentication and delivery of~~ such Definitive ~~Bearer Instruments and/or Definitive Registered~~ Instruments in accordance with the terms ~~hereof and~~ of the relevant CGI Permanent Global Instrument ~~and the Trust Deed~~or a NGI Permanent Global Instrument. ~~4.8~~ 4.5 Where any Definitive Instruments with Coupons attached are to be delivered in exchange for a CGI Temporary Global Instrument, a NGI Temporary Global Instrument, a NGI Permanent Global Instrument or a CGI Permanent Global Instrument, the ~~Issue and Paying~~ Fiscal Agent shall ensure that ~~(a) in the case of Definitive Instruments with Coupons attached,~~ such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; and (b) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid. ~~4.9~~ 4.6 The ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar shall hold in safe custody all unauthenticated CGI Temporary Global ~~Instruments~~Instrument, CGI Permanent Global ~~Instruments~~Instrument, NGI Temporary Global Instrument, NGI Permanent Global Instrument, Definitive Instruments ~~(including any~~ and Coupons ~~attached thereto) or Registered Global Instruments~~ or, as the case may be, Instrument Certificates delivered to it in accordance with this Clause ~~4, Clause 5 and Clause 13~~ 4 and shall ensure that the same ~~(or, in the case of a master Bearer Global Instrument or a master Registered Global Instrument, copies thereof)~~ are authenticated and delivered only in accordance with the terms ~~hereof and~~hereof. 4.7 Subject, ~~if applicable~~in the case of the Fiscal Agent to Clause 4.8 below, the relevant Instrument. The Issuer shall ensure that each of the Issue and Paying Agent, the Registrar and the Replacement Agent (as defined in Clause 5.1) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under Clause 4, Clause 5 and Clause 13 and each of the Issue and Paying Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Issue and Paying Fiscal Agent and the Registrar is are authorised by ~~the Issuer~~ SEK to authenticate such CGI Temporary Global ~~Instruments~~Instrument, CGI Permanent Global ~~Instruments~~Instrument, NGI Temporary Global Instrument NGI Permanent Global Instrument, Definitive ~~Instruments,~~ Instruments or, as the case may be, ~~Registered Global Instruments~~ Instrument Certificates as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the ~~Issue and Paying~~ Fiscal Agent or, as the case may be, the Registrar. ~~4.11 On each occasion on which a portion~~ (a) Immediately before the issue of ~~a Temporary~~ any Global ~~Instrument is exchanged for a portion of a Permanent Global Instrument or~~Instrument, as the ~~case may be, for Definitive Instruments the Issue and Paying~~ Fiscal Agent shall authenticate it. (b) Following authentication of any Global Instrument, the Fiscal Agent, shall: (i) ~~where the Temporary Global Instrument is a CGN,~~ Medium term note or procure that there is noted on the Schedule to the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (if the Permanent Global Instrument is a CGN) the aggregate nominal amount thereof so exchanged and the remaining nominal amount of the Temporary Global Instrument (which shall be the previous nominal amount thereof less (or, settlement procedures: in the case of a ~~Permanent~~ Tranche of Instruments which is not syndicated among two or more Dealers but which is intended to be cleared through a clearing system, on the local banking day immediately preceding its Issue Date deliver the Global Instrument ~~in respect of an exchange of a portion of a Temporary Global Instrument~~ to the relevant depositary for ~~a Permanent Global Instrument~~Euroclear and/or Clearstream, ~~plus) the aggregate nominal amount so exchanged) and shall procure the signature of such notation on its behalf or~~ Luxembourg (~~ii)~~ which in the case of a NGI Temporary Global Instrument or a NGI Permanent Global Instrument ~~which is~~ shall be a NGN, instruct Euroclear Bank 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 Global Instrument shall in all respects be entitled specified Common Safe-keeper) or to the ~~same benefits under this Agreement~~ relevant depositary for such other clearing system as the holder of Definitive Instruments, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Terms and Conditions. The Issue and Paying Agent is authorised on behalf of shall have been agreed between the Issuer and ~~instructed (a) in~~ the case of any Temporary or Permanent Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so exchanged Fiscal Agent together and, if appropriate, to endorse the Permanent Global Instrument 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 Instrument recording the exchange and reduction or increase, (b) in the case of any Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange. The Issue and Paying Agent shall (i), where the Temporary or Permanent Global Instrument is a CGN, cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments or (ii), where the Temporary or Permanent Global Instrument is a CGN, instruct Euroclear Bank and Clearstream to make appropriate entries in their records to reflect such exchange and/or cancellation. 4.12 The Issuer shall, in relation to any Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (Talon Exchange Date), ensure that there is delivered to the Issue and Paying Agent (or such other agent specified in the relevant Final Terms) such number of Coupon sheets as:

Appears in 1 contract

Sources: Fiscal Agency Agreement (Swedish Export Credit Corp /Swed/)

Common use of ISSUANCE OF INSTRUMENTS Clause in Contracts