ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.2, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take the steps required of them in the Procedures Memorandum. For this purpose the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer: (a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Global Note or Definitive IAI Registered Note; (b) authenticate (or procure the authentication of) the relevant Global Notes and/or Definitive IAI Registered Notes; (c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; (d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; (e) (in the case of the Registrar) deliver: (i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order; (ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and (iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer; (f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and (g) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes. 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will, on behalf of the Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue: (a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note; (c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Permanent Bearer Global Note to the Issuer's order; (d) in any other case attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's order; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 if it holds (as applicable): (a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) and clause 4; (b) a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a); (c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes in accordance with subclause 3.1(a); and (d) signed copies of the applicable Final Terms. 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 in a timely manner. 3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and the Guarantor, the relevant Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. Memorandum.
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuerrelevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 The 3.6 Each of the relevant Issuer and the Guarantor undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy (by fax, email or in hard copy) of the applicable Final Terms signed by the IssuerIssuer and the Guarantor, the Issuer authorises and the Guarantor authorise the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the IssuerIssuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes, deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Bearer Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) in the case of the first or any subsequent Tranche of any Series of Notes, if a Registered Global Note is registered in the name of a nominee for a common depositary or common safekeeper (as the case may be) for Euroclear and Clearstream, Luxembourg, deliver the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under NSS, instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar Principal Paying Agent for the purpose of preparing Regulation S Permanent Bearer Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a)3.3 and clause 4;
(c) a master Definitive IAI Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 The 3.6 Each of the Issuer and the Guarantor undertakes to ensure that the Principal Paying Agent and/or and the Registrar Registrar, as the case may be, receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note which is a NGN to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar Registrar, and the Principal Paying Agent and the Registrar agree, to take the steps required of them the Principal Paying Agent and the Registrar in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the IssuerIssuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of them the relevant Tranche of Notes;
(as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (ie) in the case of a subsequent Tranche of any Series of Notes issued deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will initially represent the Tranche of Notes:
(a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note;
(c) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg against receipt from the common depositary or common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and/or ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause subclauses 3.1 to 3.4 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(asubclauses 3.2(a) and clause 43.3(a);
(b) a master Regulation S Registered Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a3.4(a); and
(dc) signed copies of the applicable Final Terms.
3.4 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 subclauses 3.2, 3.3, and 3.4 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.2sub-clause 3.5, following receipt of a faxed copy of the applicable Final Terms signed by the IssuerIssuer and the Guarantors, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. Memorandum.
3.2 For this the purpose of sub-clause 3.1, the Principal Paying Agent orwill, as the case may be, the Registrar will on behalf of the Issuer:, if the applicable Final Terms specify that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;Luxembourg
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the relevant Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2 3.3 For the purpose of subclause sub-clause 3.1, the Principal Paying Agent will, on behalf of the Issuer, if specified in the applicable Final Terms specify that a Permanent Bearer Global Note will represent the Notes on issue:issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the relevant Tranche.
3.3 3.4 For the purpose of sub-clause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will, on behalf of the Issuer, if the applicable Final Terms specify that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver:
(i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream,
(ii) in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the relevant Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) sub-clause 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar Principal Paying Agent for the purpose of preparing Regulation S Permanent Bearer Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a)sub-clause 3.3 and clause 4;
(c) a master Definitive IAI Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a)sub-clause 3.4; and
(d) signed copies of the applicable Final Terms.
3.4 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 in a timely manner.
3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.23.5, following receipt of a faxed or emailed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. Memorandum.
3.2 For this the purpose of subclause 3.1, if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numberscommon codes, CINS numbersISINs, common codes FISNs and ISINsCFIs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, on behalf of the Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue, the Principal Paying Agent will on behalf of the Issuer:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes codes, ISINs, FISNs and ISINsCFIs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.3 Each 3.4 For the purpose of subclause 3.1, if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes, ISINs, FISNs and CFIs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 The Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar Principal Paying Agent for the purpose of preparing Regulation S Permanent Bearer Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a)3.3 and clause 4;
(c) a master Definitive IAI Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes Global Note in accordance with subclause 3.1(a)3.4; andand
(d) signed copies of the applicable Final Terms.
3.4 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
3.8 The parties to this Agreement acknowledge that any Global Note may be signed, authenticated and stored electronically.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar Registrar, and the Principal Paying Agent and the Registrar agree, to take the steps required of them the Principal Paying Agent and the Registrar in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the IssuerIssuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of them the relevant Tranche of Notes;
(as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (ie) in the case of a subsequent Tranche of any Series of Notes issued deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Regulation S Global Note and/or a Rule 144A Global Note will initially represent the Tranche of Notes:
(a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note;
(c) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg against receipt from the common depositary or common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order;
(d) deliver in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC against receipt from DTC of confirmation that (i) in the case of Registered Notes issued on a non-syndicated basis, that Notes represented by the Registered Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (ii) in the case of Notes issued on a syndicated basis, that Notes represented by the Registered Global Note are held to the Issuer's order; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and/or ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause subclauses 3.1 to 3.4 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(asubclauses 3.2(a) and clause 43.3(a);
(b) a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes in accordance with subclause 3.1(a3.4(a); and
(dc) signed copies of the applicable Final Terms.
3.4 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 subclauses 3.2, 3.3, and 3.4 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. Memorandum.
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the IssuerIssuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; andand
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note in accordance with the provisions of the Trust Deed;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar Principal Paying Agent for the purpose of preparing Regulation S Permanent Bearer Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a)3.3 and clause 4;
(c) a master Definitive IAI Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes Global Note in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar Registrar, and the Principal Paying Agent and the Registrar agree, to take the steps required of them the Principal Paying Agent and the Registrar in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the IssuerIssuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of them the relevant Tranche of Notes;
(as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (ie) in the case of a subsequent Tranche of any Series of Notes issued deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Regulation S Global Note and/or a Rule 144A Global Note will initially represent the Tranche of Notes:
(a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note;
(c) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg against receipt from the common depositary or common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order;
(d) deliver in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC against receipt from DTC of confirmation that (i) in the case of Registered Notes issued on a non-syndicated basis, that Notes represented by the Registered Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (ii) in the case of Notes issued on a syndicated basis, that Notes represented by the Registered Global Note are held to the Issuer's order; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and/or ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause subclauses 3.1 to 3.4 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(asubclauses 3.2(a) and clause 43.3(a);
(b) a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes in accordance with subclause 3.1(a3.4(a); and
(dc) signed copies of the applicable Final Terms.
3.4 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 subclauses 3.2, 3.3, and 3.4 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable a Final Terms or Pricing Supplement signed by the Issuerrelevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance), the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take the steps required of them in the Procedures Memorandum. .
3.2 For this purpose the purposes of subclause 3.1, the Principal Paying Agent orwill on behalf of the relevant Issuer if specified in the applicable Final Terms or applicable Pricing Supplement, as the case may be, that a Temporary Bearer Global Note will initially represent the Registrar will on behalf Tranche of the IssuerNotes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an NGN) for Euroclear and and/or Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, it is holding the Regulation S Temporary Bearer Global Note in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar Principal Paying Agent, the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) (Ai) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Temporary Bearer Global Note to the RegistrarPrincipal Paying Agent's distribution account and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Temporary Bearer Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(fd) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(g) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, relevant Issuer if specified in the applicable Final Terms or applicable Pricing Supplement, as the case may be, that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the relevant Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Permanent Bearer Global Note to the relevant Issuer's order;
(d) in any other case attach a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent Agent, the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to the relevant Issuer's order; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes, ISINs, FISNs and CFIs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 For the purposes of subclause 3.1, the Registrar will on behalf of the relevant Issuer:
(a) prepare a Registered Global Note by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to a copy of the signed master Registered Global Note;
(b) authenticate the Registered Global Note;
(c) deliver the Registered Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar, the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar’s account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; and
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) this clause 3 and clause 4;; and
(b) a master Regulation S Global Note and a master Rule 144A Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Registered Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes in accordance with subclause 3.1(a); and
(d) signed copies of the applicable Final Termsthis clause 3 and clause 4.
3.4 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies 3.6 In respect of each document specified issue of CMU Notes, a Supplemental Agency Agreement (CMU Notes) substantially in subclause 3.3 in a timely mannerthe form of Schedule 7 shall be entered into.
3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.4 below, following receipt of a faxed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and (where the relevant Issuer is UUWF) the Guarantor, the relevant Issuer hereby authorises the Principal Paying Agent and the Registrar Registrar, and each of the Principal Paying Agent and the Registrar agreehereby agrees, to take the steps required of them it in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent orwill, as the case may beinter alia, the Registrar will on behalf of the Issuerrelevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note and/or a Permanent Bearer Global Note will represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant such Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the such Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note and/or Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (in including, but not limited to, common codes and ISINs) which are different from the case security numbers assigned to Notes of any other Tranche of the Principal Paying Agentsame Series until at least the expiry of the applicable Restricted Period;
(e) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(ea) (in the case of the Registrar) deliver:prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(ib) (in the case of Regulation S the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Notes Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Registered Global Note to the specified common depositary or common safekeeper, as the case may be, safekeeper for Euroclear and Clearstream, Luxembourg and, and in the case of a Regulation S Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(iid) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(g) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will, on behalf of the Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's order; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period applicable Restricted Period;
(e) if the Registered Global Note is intended to be held under the NSS, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in respect their records to reflect the initial outstanding aggregate principal amount of the Trancherelevant Tranche of Notes; and
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Registered Global Note and make all appropriate entries in the Register to reflect the increase in its nominal amount or, in the case where the Registered Global Note is intended to be held under the NSS, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series.
3.3 3.4 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) and clause 43.2(a);
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.2(a);
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes Global Note in accordance with subclause 3.1(a3.3(a); and
(d) signed copies of the applicable Final Terms.
3.4 The 3.5 Each of the Issuers and (where the relevant Issuer undertakes is UUWF) the Guarantor undertake to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.4 in a timely manner.
3.5 3.6 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and the Guarantor, the relevant Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuerrelevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 3.6 The relevant Issuer and the Guarantor each undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.2clause 3.5, following receipt of a faxed copy of the applicable Final Terms signed by the relevant Issuer, the such Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agree, to take the steps required of them it in the Procedures Memorandum. .
3.2 For this the purpose of clause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuerrelevant Issuer if specified in the applicable Final Terms that a Temporary Global Bearer Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Global Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Bearer Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Global Notes and/or Definitive IAI Registered NotesBearer Note;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Global Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Global Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Global Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Global Bearer Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate nominal amount of the relevant Tranche of Notes.
3.3 For the purpose of clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Global Bearer Note will represent the Notes on issue:
(a) prepare a Permanent Global Bearer Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Bearer Note;
(b) authenticate the Permanent Global Bearer Note;
(c) deliver the Permanent Global Bearer Note to the specified common depositary (if the Permanent Global Bearer Note is a CGN) or specified common safekeeper (if the Permanent Global Bearer Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Bearer Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Bearer Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate nominal amount of the relevant Tranche of Notes;
(e) deliver the applicable Final Terms to the specified common depositary or specified common safekeeper, as the case may be, and, in the case where the Permanent Global Note and/or is a CGN, make all appropriate entries on the relevant schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial increased outstanding aggregate principal nominal amount of the relevant Tranche of Notes.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will, on behalf of the Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderSeries; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of clause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note);
(c) (in the case of the Registrar), deliver, the Registered Global Note registered in the name of a nominee to the specified common depositary (if the Registered Global Notes is a CGN) or specified common safekeeper (if the Registered Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Registered Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Registrar), deliver, the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, and, in the case where the Registered Global Note is a CGN, make all appropriate entries on the relevant schedule to the Registered Global Note to reflect the increase in its nominal amount or, in the case where the Registered Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate nominal amount of the relevant Series; and
(e) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Global Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) and clause 4;
(b) a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Bearer Notes in accordance with clause 3.2 and clause 4;
(b) a master Permanent Global Bearer Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Global Bearer Notes in accordance with clause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI the Registered Global Notes in accordance with subclause 3.1(a)clause 3.4; and
(d) signed copies of the applicable Final Terms.
3.4 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 clause 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Global Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and the Guarantor, the relevant Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. Memorandum.
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuerrelevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note in accordance with the provisions of the Trust Deed;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes Global Note in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 The 3.6 Each of the relevant Issuer and the Guarantor undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the IssuerIssuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar Principal Paying Agent for the purpose of preparing Regulation S Permanent Bearer Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a)3.3 and clause 4;
(c) a master Definitive IAI Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes Global Note in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 (1) Subject to subclause 3.2(2), following receipt of a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent, and each of the Principal Paying Agent and the Registrar agreeCMU Lodging and Paying Agent agrees, to take the steps required of them in the Procedures Memorandum. For this purpose the Principal Paying Agent or, as the case may bewith respect to CMU Notes, the Registrar CMU Lodging and Paying Agent will on behalf of the relevant Issuer:
(a) (in the case of the Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent, as the case may be) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Global Notes and/or Definitive IAI Registered Notes;
(c) (in the case of the Principal Paying AgentAgent with respect to Notes other than CMU Notes) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (I) if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct specified common depositary of Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, it is holding the Regulation S relevant Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream(II) if the Temporary Global Note is a NGN, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) specified common safekeeper and, in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Temporary Global Note to the Registrar's distribution account and (B) in the case of Notes issued on which is a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a nonEurosystem-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(g) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an eligible NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will, on behalf of the Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstreamsame, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the relevant Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's order; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) and clause 4;
(b) a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes in accordance with subclause 3.1(a); and
(d) signed copies of the applicable Final Terms.
3.4 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 in a timely manner.
3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.23.5, following receipt of a faxed copy (by fax, email or in hard copy) of the applicable Final Terms signed by the IssuerIssuer and the Guarantor, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer:Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes, deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Bearer Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) in the case of the first or any subsequent Tranche of any Series of Notes, if a Registered Global Note is registered in the name of a nominee for a common depositary or common safekeeper (as the case may be) for Euroclear and Clearstream, Luxembourg, deliver the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under NSS, instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar Principal Paying Agent for the purpose of preparing Regulation S Permanent Bearer Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a)3.3 and clause 4;
(c) a master Definitive IAI Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 The 3.6 Each of the Issuer and the Guarantor undertakes to ensure that the Principal Paying Agent and/or and the Registrar Registrar, as the case may be, receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note which is a NGN to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.effectuated.
Appears in 1 contract
Sources: Supplemental Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. Memorandum to the extent applicable.
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the IssuerIssuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar Principal Paying Agent for the purpose of preparing Regulation S Permanent Bearer Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a)3.3 and clause 4;
(c) a master Definitive IAI Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic meansElectronic Means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar Registrar, and the Principal Paying Agent and the Registrar agree, to take the steps required of them the Principal Paying Agent and the Registrar in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the IssuerIssuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of them the relevant Tranche of Notes;
(as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (ie) in the case of a subsequent Tranche of any Series of Notes issued deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will initially represent the Tranche of Notes:
(a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note;
(c) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg against receipt from the common depositary or common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and/or ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause subclauses 3.1 to 3.4 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(asubclauses 3.2(a) and clause 43.3(a);
(b) a master Regulation S Registered Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a3.4(a); and
(dc) signed copies of the applicable Final Terms.
3.4 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 subclauses 3.2, 3.3, and 3.4 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar Registrar, and the Principal Paying Agent and the Registrar agree, to take the steps required of them in the Procedures Memorandum. For this purpose the Principal Paying Agent or, as and the case may beRegistrar in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Registrar Principal Paying Agent will on behalf of the Issuer:Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes;
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of them the relevant Tranche of Notes;
(as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (ie) in the case of a subsequent Tranche of any Series of Notes issued deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will initially represent the Tranche of Notes:
(a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note;
(c) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg against receipt from the common depositary or common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and/or ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause subclauses 3.1 to 3.4 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(asubclauses 3.2(a) and clause 43.3(a);
(b) a master Regulation S Registered Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a3.4(a); and
(dc) signed copies of the applicable Final Terms.
3.4 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 subclauses 3.2, 3.3, and 3.4 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar Registrar, and each of the Principal Paying Agent and the Registrar agree, to take the steps required of them in the Procedures Memorandum. .
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuerrelevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is an NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is an NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Bearer Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and is an NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principle amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.4 For the purpose of subclause 3.1, the Registrar will, on behalf of the relevant Issuer, if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a signed master Registered Global Note;
(b) authenticate the relevant Registered Global Note and at the same time, in case of Notes issued by SES, mark up the Register and promptly send a copy of the updated Register to SES;
(c) deliver the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same against receipt from the common depositary of confirmation that such common depositary is holding the relevant Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and to instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer to credit the Notes represented by the relevant Registered Global Note to the Registrar's distribution account; and
(d) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Registered Global Note and make all appropriate entries on the relevant Schedule to the Registered Global Note to reflect the increase in its nominal amount.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) and clause 43.2;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 The 3.6 Each Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives is provided with copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent or the Registrar, as the case may be, delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Sources: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and the Guarantor, the relevant Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeagrees, to take the steps required of them it in the Procedures Memorandum. Memorandum.
3.2 For this the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuerrelevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Notes and/or Definitive IAI Registered NotesNote;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ge) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.2 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will, will on behalf of the Issuer, relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg against receipt from and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, instruct the common depositary of confirmation that such common depositary is holding safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note in safe custody for the account of is a NGN, instruct Euroclear and Clearstream, Luxembourg and instruct Euroclear to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Clearstreamcommon safekeeper, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between , for attachment to the Principal Paying Agent and the Issuer (i) Permanent Bearer Global Note and, in the case of Notes issued where the Permanent Global Note is a CGN, make all appropriate entries on a non-syndicated basis, the relevant Schedule to credit the Notes represented by the Permanent Bearer Global Note to reflect the Principal Paying Agent's distribution account and (ii) increase in its nominal amount or, in the case of Notes issued on a syndicated basis, to hold the Notes represented by where the Permanent Bearer Global Note to the Issuer's order;
(d) in any other case attach is a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and NGN, instruct Euroclear or and Clearstream, Luxembourg or both of them (as to make the case may be) unless otherwise agreed appropriate entries in writing between their records to reflect the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject increased outstanding aggregate principal amount of the applicable Final Terms to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's orderrelevant Series; and
(ef) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this clause 3 if it holds (as applicable):applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) 3.2 and clause 4;
(b) a master Regulation S Permanent Bearer Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Global Notes in accordance with subclause 3.1(a)3.4; and
(d) signed copies of the applicable Final Terms.
3.4 3.6 The relevant Issuer and the Guarantor each undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.5 in a timely manner.
3.5 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Notes Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.effectuated.
Appears in 1 contract
Sources: Agency Agreement