CANCELLATION OF NOTES, COUPONS AND TALONS. 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor or any of their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 14.2 The Principal Paying Agent shall, upon request, deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and send to the relevant Issuer, upon request, a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor or any of their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (if applicable), the Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it. 14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor Issuer or any of their respective its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify. In the event that a repurchase of Notes is made through the agency of the Principal Paying Agent for cancellation, the Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Principal Paying Agent no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, it will request the immediate cancellation of the Notes.
14.2 The Principal Paying Agent shall, upon request, deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee Issuer as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.
14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, immediately following their destruction, send to the relevant Issuer, upon request, Issuer a certificate upon request stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.
14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor or any of their respective its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (if applicable), the Trustee Issuer and any persons authorised by any of them it for inspection and for the taking of copies of it or extracts from it.
14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred exchanged or paid. In addition, If the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor or purchases any of their respective Subsidiaries and all such its Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased purchased. The Issuer shall provide the instructions to the Principal Paying Agent no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of Once the Notes have been received by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of In addition, the Paying Agents Issuer shall give to promptly notify the Principal Paying Agent details in writing of all payments made by it Notes which are purchased on behalf of the Issuer or any of its Subsidiaries that are to be cancelled in accordance with the Conditions for which they will procure their cancellation and shall deliver send them (in the case of Definitive Notes) with all cancelled Notesunmatured Coupons or Talons (if any) attached to them or surrendered with them, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.to
14.2 11.2 The Principal Paying Agent shall, shall upon request, request deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee Issuer as soon as reasonably practicable and in any event within three months 15 days after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.
14.3 11.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, immediately following their destruction, send to the relevant Issuer, Issuer a certificate (upon request, a certificate ) stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.
14.4 11.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.211.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor or any of their respective its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (if applicable), the Trustee Issuer and any persons authorised by any of them it for inspection and for the taking of copies of it or extracts from it.
14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the relevant Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor Issuer or any of their respective its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.
14.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee Issuer as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.
14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, immediately following their destruction, upon written request, send to the relevant Issuer, upon request, Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.destroyed.
14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of ), their redemption, purchase purchases on behalf of the relevant Issuer or the Guarantor or any of their respective its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (if applicable), the Trustee Issuer and any persons authorised by any of them it for inspection and for the taking of copies of it or extracts from it.
14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1cancelled.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred exchanged or paid. In addition, the relevant Relevant Issuer and the Guarantor Guarantors shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Relevant Issuer, the any Guarantor or any of their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents (apart from the Agent) shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.
14.2 11.2 The Principal Paying Agent shall, upon requestwritten request of the Relevant Issuer or the Trustee, as the case may be, deliver to the relevant Relevant Issuer, the Guarantor (if applicable) Guarantors and the Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.
14.3 11.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, upon written request from the Relevant Issuer, send to the relevant Issuer, upon request, Relevant Issuer and the Guarantors a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.destroyed.
14.4 11.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.211.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Relevant Issuer or the any Guarantor or any of their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Relevant Issuer, the Guarantor (if applicable)Guarantors, the Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.
14.5 11.5 The Principal Paying Agent is authorised by the relevant Relevant Issuer and each Guarantor and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSSNGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Relevant Issuer has and the Guarantors have notified the Principal Paying Agent of the same in accordance with subclause 14.111.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor Issuer or any of their respective its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.
14.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee Issuer as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.
14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, as soon as practicable following their destruction, send to the relevant Issuer, upon request, Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.
14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor or any of their respective its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times during normal business hours make the record available to the relevant Issuer, the Guarantor (if applicable), the Trustee Issuer and any persons authorised by any of them it for inspection and for the taking of copies of it or extracts from it.
14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred exchanged or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Princ ipal Paying Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer, the Guarantor Issuer or any Subsidiary of their respective Subsidiaries the relevant Issuer and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. The relevant Issuer shall provide the instructions to the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the relevant Notes to be purchased no later than two (2) Business Days prior to the date on which the such Notes are intended to be purchased and cancelled. Upon receipt of Once the relevant Notes have been received by the Principal Paying Agent, it will request the immediate cancellation of the such Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.
14.2 15.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) Issuer and the Trustee as soon as reasonably practicable and in any event within three months after the date of each such repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount amounts paid in respect thereof and the aggregate amounts in respect of themCoupons which have been paid;
(b) the number serial numbers of Notes cancelled together (in the case of Bearer such Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with themform distinguishing between Bearer Notes and Registered Notes;
(c) the aggregate amount paid in respect total numbers (where applicable, of interest on the Noteseach denomination) by maturity date of such Coupons;
(d) the total number by maturity date aggregate amount of Coupons interest paid (and Talons cancelled; andthe due dates of such payments) on Global Notes and/or on Definitive Registered Notes;
(e) the aggregate nominal amount of Notes (if any) which have been purchased by or on behalf of the relevant Issuer or any Subsidiary of the relevant Issuer and cancelled and the serial numbers of such Notes in definitive form and, in the case of Definitive Bearer Notes, the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons attached thereto or surrendered therewith;
(f) the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons which have been so exchanged or surrendered and replaced and the serial numbers of such Definitive Notes and the total number (where applicable, of each denomination) by maturity date of such Coupons and Talons;
(g) the total number (where applicable, of each denomination) by maturity date of the unmatured Coupons missing from Definitive Bearer Notes bearing interest at a fixed rate which have been redeemed or exchanged or surrendered and replaced and the serial numbers of the Notes.Definitive Bearer Notes to which such missing unmatured Coupons appertained; and
14.3 (h) the total number (where applicable, of each denomination) by maturity date of Talons whic h have been exchanged for further Coupons.
15.3 The Principal Paying Agent shall shall, unless otherwise instructed in writing by the relevant Issuer or the Trustee, destroy all cancelled Notes, Coupons and Talons and send to the relevant Issuerand, forthwith upon request, furnish the relevant Issuer with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed.
14.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under pursuant to subclause 14.215.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or any Subsidiary of the Guarantor or any of their respective Subsidiaries relevant Issuer and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date relevant date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the such record available to the relevant Issuer, the Guarantor (if applicable), the Trustee and any persons authorised by any of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom.
14.5 15.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSSNGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case c ase of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same s ame in accordance with subclause 14.115.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 16.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent and the Registrar (in the case of Registered Notes) in writing of all Notes which are purchased on behalf of the relevant Issuer, the Issuer or (where applicable) any Guarantor or any of their respective Subsidiaries Group Subsidiary and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, and such Notes shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent and the Registrar (in the case of Registered Notes) details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Principal Paying Agent no later than two (2) Business Days (being days when banks are open for business in London and (if different), the city in which the specified office of the Principal Paying Agent is located) prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Principal Paying Agent, it will request the immediate cancellation of the Notes.
14.2 16.2 The Principal Paying Agent shall, and the Registrar (in the case of Registered Notes) shall deliver upon request, deliver request to the relevant Issuer, the Guarantor (if where applicable) the Guarantors and the Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Definitive Bearer Notes in definitive formNotes) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Bearer Notes or Definitive Registered Notes) the serial numbers of the Notes.such Notes.
14.3 16.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, immediately following their destruction, send upon request to the relevant Issuer, upon request, Issuer and the Guarantors a certificate stating the serial numbers of the Bearer Notes (in the case of Notes in definitive bearer form) and the number by maturity date of Coupons and Talons destroyed.
14.4 16.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2clause 16.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Issuer, (where applicable) any Guarantor or any of their respective Subsidiaries Group Subsidiary and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant IssuerIssuers, the Guarantor (if applicable)any Guarantor, the Trustee and any persons authorised by any of them it for inspection and for the taking of copies of it or extracts from it.
14.5 16.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Global Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Global Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSSNGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1clause 16.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or any of their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify. If the Relevant Issuer purchases any of its Notes for cancellation, the Relevant Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be cancelled. The Relevant Issuer shall provide the instructions to the Principal Paying Agent no later than two Business Days prior to the date on which the Notes are intended to be cancelled, or on such other date as may be agreed between the Principal Paying Agent and the Relevant Issuer at the relevant time. Once the Notes have been received by the Principal Paying Agent, it will request the immediate cancellation of the Notes. For the purposes of this subclause, Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in Sweden and London.
14.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor (if applicable) and the Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.
14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, upon the Issuer's written request, send to the relevant Issuer, upon request, Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.
14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor or any of their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Relevant Issuer, the Guarantor (if applicable), in the Trustee case of Guaranteed Notes) and any persons authorised by any of them it for inspection and for the taking of copies of it or extracts from it.
14.5 The Principal Paying Agent is authorised by the relevant Relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a an NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor Issuer or any of their respective its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.
14.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) Issuer and the Trustee as soon as reasonably practicable and in any event within three months upon request after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.
14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, immediately following their destruction, send to the relevant Issuer, upon request, Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.
14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor or any of their respective its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (if applicable), the Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.
14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer, the Guarantor Issuer or any of their respective its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, and such Notes shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.
14.2 15.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee Issuer as soon as reasonably practicable and in any event within three months after the date of each such repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons so cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.such Notes.
14.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and send to and, forthwith upon destruction, furnish the relevant Issuer, upon request, Issuer with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed.
14.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under pursuant to subclause 14.215.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or the Guarantor or any of their respective its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the such record available to the relevant Issuer, the Guarantor (if applicable), the Trustee Issuer and any persons authorised by any of them it for inspection and for the taking of copies of it thereof or extracts from ittherefrom.
14.5 15.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGNendorse, to endorse or to arrange for the endorsement of of, the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1cancelled.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and or the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor or any of their respective the Issuer’s or the Guarantor’s other Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.
14.2 15.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) Issuer and the Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.
14.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, immediately following their destruction, send to the relevant Issuer, upon request, Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.
14.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.215.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or Issuer, the Guarantor or any of their respective the Issuer’s or the Guarantor’s Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (if applicable)Guarantor, the Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.
14.5 15.5 The Principal Paying Agent is authorised by the relevant Issuer and the Guarantor and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN NGN, and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer or the Guarantor has notified the Principal Paying Agent of the same in accordance with subclause 14.115.1.
Appears in 1 contract
Samples: Supplemental Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the relevant Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor Issuer or any of their respective its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.
14.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee Issuer as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.
14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, immediately following their destruction, upon written request, send to the relevant Issuer, upon request, Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.
14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of ), their redemption, purchase purchases on behalf of the relevant Issuer or the Guarantor or any of their respective its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (if applicable), the Trustee Issuer and any persons authorised by any of them it for inspection and for the taking of copies of it or extracts from it.
14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1cancelled.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer, the Guarantor Issuer or any of their respective its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, and such Notes shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.
14.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee Issuer as soon as reasonably practicable and in any event within three months after the date of each such repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons so cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.such Notes.
14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and send to and, forthwith upon destruction, furnish the relevant Issuer, upon request, Issuer with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed.
14.4 Without prejudice to the obligations of the Principal Paying Agent under pursuant to subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or the Guarantor or any of their respective its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the such record available to the relevant Issuer, the Guarantor (if applicable), the Trustee Issuer and any persons authorised by any of them it for inspection and for the taking of copies of it thereof or extracts from ittherefrom.
14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGNendorse, to endorse or to arrange for the endorsement of of, the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1cancelled.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred exchanged or paid. In addition, the relevant Relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased by or on behalf of the relevant Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor or any of their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.
14.2 11.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor (if applicable) and the Trustee as soon as reasonably practicable possible and in any event within three four months after the date of each such repayment, payment, cancellation or replacement, as the case may be, a certificate stating:stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount amounts paid in respect thereof and the aggregate amounts in respect of themCoupons which have been paid;
(b) the number serial numbers of Notes cancelled together (in the case of Bearer such Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect total numbers (where applicable, of interest on the Noteseach denomination) by maturity date of such Coupons;
(d) the total number by maturity date aggregate amount of Coupons interest paid (and Talons cancelled; andthe due dates of such payments) on Global Notes;
(e) the aggregate nominal amount of Notes (if any) which have been purchased by or on behalf of the Relevant Issuer, (in the case of Definitive Guaranteed Notes) the Guarantor or any of their respective Subsidiaries and cancelled and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons attached thereto or surrendered therewith;
(f) the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons which have been so exchanged or surrendered and replaced and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of such Coupons and Talons; and
(g) the total number (where applicable, of each denomination) by maturity date of unmatured Coupons missing from notes in definitive form bearing interest at a fixed rate which have been redeemed or exchanged or surrendered and replaced and the serial numbers of the Notes.Notes in definitive form to which such missing unmatured Coupons appertained; and
14.3 (h) the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons.
11.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and, forthwith upon destruction, furnish the Relevant Issuer and send to (in the relevant Issuer, upon request, case of Guaranteed Notes) the Guarantor with a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed.
14.4 11.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2pursuant to Subclause 11.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor or any of their respective Subsidiaries and cancellation, payment payment, exchange or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall shall, in respect of the Coupons of each maturity where the relevant Note is redeemed prior to its maturity date, retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the such record available to the relevant Relevant Issuer, (in the Guarantor (if applicable)case of Guaranteed Notes) the Guarantor, the Trustee and any persons authorised by any either of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom.
14.5 11.5 The Principal Paying Agent is authorised by the relevant Relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSSNGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Relevant Issuer has notified the Principal Paying Agent of the same in accordance with subclause 14.1Clause 11.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and or the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor or any of their respective the Guarantor’s other Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.
14.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.
14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, immediately following their destruction, send to the relevant Issuer, upon request, Issuer and the Guarantor a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.
14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or Issuer, the Guarantor or any of their respective the Guarantor’s other Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (if applicable)Guarantor, the Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.
14.5 The Principal Paying Agent is authorised by the relevant Issuer and the Guarantor and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN NGN, and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer or the Guarantor has notified the Principal Paying Agent of the same in accordance with subclause 14.1.
Appears in 1 contract
Samples: Agency Agreement
CANCELLATION OF NOTES, COUPONS AND TALONS.
14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor or any of their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Upon receipt of the Notes by the Principal Paying Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.
14.2 The Principal Paying Agent shall, upon request, shall deliver to the relevant Issuer, the Guarantor (if applicable) and the Trustee Issuer as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating:
(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them;
(b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Coupons and Talons cancelled; andand
(e) (in the case of Definitive Notes) the serial numbers of the Notes.
14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and and, upon written request, shall as soon as reasonably practicable after such cancellation send to the relevant Issuer, upon request, Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.
14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor or any of their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (if applicable), the Trustee and any persons authorised by any either of them for inspection and for the taking of copies of it or extracts from it.
14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Note which is a NGN and in the case of any Registered Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer or the Guarantor (as the case may be) has notified the Principal Paying Agent of the same in accordance with subclause 14.1.
Appears in 1 contract
Samples: Agency Agreement