EXCHANGE OF GLOBAL NOTES. 4.1 The Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg. 4.2 Subject to subclause 3.4, where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on behalf of the Issuer and instructed: (a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Global Note; (b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note in accordance with the provisions of the Trust Deed; (c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN), to deliver such Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note; (d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note; (e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and entering details of any exchange as aforesaid; and (f) in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant series. 4.3 Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part of an interest in a Global Note for Definitive Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note. (a) In the case of a Tranche in respect of which there is only one Dealer, the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed. (b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed. (c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed. (d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 (1) The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where (2) Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust Deed;Note; and
(c) in the case of the first Tranche of any Series of Notes (if to deliver the Permanent Global Note is a CGN), to deliver such Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;.
(e3) Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, Definitive Bearer Notes) to attach a copy of the applicable Final Terms or to the Permanent Global Note applicable to the relevant Series order of Euroclear and/or Clearstream, Luxembourg and entering details of any exchange as aforesaid; and
(f) in the case of a subsequent Tranche Definitive Registered Notes) as the Registrar may be directed by the holder of any Series of Notes is the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesDefinitive Registered Notes.
4.3 (4) Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase and (b) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
(5) Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer
(a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make all appropriate entries in their records to reflect such exchange the Register and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global NoteNote(s).
(a6) In The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is only one Dealer, Global Note and the Agent will, if advised by the relevant Dealer, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completedbe exchanged.
(b7) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers The Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes (if applicable), Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Ordinary Note Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a an NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealerthe nominal amount represented by it or them and, the Agent willin either case, if advised by to sign in the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by space on the relevant Dealer to Registered Global Note(s) recording the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
exchange and reduction or increase, (b) In to make all appropriate entries in the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
Register and (c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange, to cancel or arrange for the Lead Manager (cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue)Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
4.8 Registered Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa. Bearer Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 (1) The Principal Paying Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor (in the case of Guaranteed Notes), the other Agents, the relevant Dealer, Euroclear and Clearstream, LuxembourgLuxembourg and/or, as applicable, the CMU Service. On and after the Exchange Date, the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg or, as applicable, the CMU Service, a Permanent Global Note or Definitive Notes, as the case may be, in accordance with the terms of the Temporary Global Note.
4.2 Subject to subclause 3.4, where (2) Where a Temporary Global Note is to be exchanged for a Permanent Global Note, each of the Principal Paying Agent and the CMU Lodging and Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the Principal Paying Agent for the first Tranche of any Series of Notes (other than CMU Notes, if the Permanent Global Note is a CGN), to deliver such the Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold either in exchange for the Temporary Global Note or, in the case of a partial exchange, on behalf entering details of the Issuer pending its partial exchange for such of the Temporary Global Note in the relevant spaces in Schedule Two of the Temporary Global Note and Schedule Two of the Permanent Global Note;
(d) in the case of the Principal Paying Agent for the first Tranche of any Series of Notes (other than CMU Notes, if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent the CMU Lodging and Paying Agent for the first Tranche of any Series of Notes that are CMU Notes, to lodge the Permanent Global Note with the sub- custodian appointed for the purpose of the HKMA which is holding the Temporary Global Note representing the Tranche for the time being through the CMU Service either in exchange for the Temporary Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Global Note in the relevant spaces in Schedule Two of the Temporary Global Note and Schedule Two of the Permanent Global Note; and
(f) in any other case, if the Permanent Global Note is a CGN, . to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaid; and
(f) in the case of a subsequent Tranche of any Series of Notes is stated above or, if the Permanent Global Note in respect of any Notes other than CMU Notes is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesSeries.
4.3 (3) Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, each of the Principal Paying Agent and the CMU Lodging and Paying Agent is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Note(s) in accordance with the provisions of this Agreement;
(b) to deliver the Definitive Note(s) (in the case of the Principal Paying Agent for Definitive Notes other than CMU Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg; and
(c) to lodge the Definitive Note(s) (in the case of the CMU Lodging and Paying Agent for Definitive Notes that are CMU Notes) with the sub-custodian appointed for the purpose by the HKMA.
(4) Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part of an interest in a Temporary Global Note or a Permanent Global Note for Definitive Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, the relevant Global Note shall be endorsed by or on behalf of the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) if it is a NGN in the case respect of any Global Note which is a NGNNotes other than CMU Notes, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Temporary Global Note or Permanent Global Note, as the case may be, shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Each of the Principal Paying Agent and, in respect of (a) below only, the CMU Lodging and Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Temporary Global Note or Permanent Global Note, as the case may be, to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note in respect of any Notes other than CMU Notes which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange exchange, and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Temporary Global Note or Permanent Global Note, as the case may be.
(a5) The Principal Paying Agent or the CMU Lodging and Paying Agent, as the case may be, shall notify the relevant Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
(6) Each Issuer undertakes to deliver to the Principal Paying Agent and the CMU Lodging and Paying Agent sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the CMU Lodging and Paying Agent to comply with its obligations under this Agreement.
(7) In the case of a Tranche CMU Notes, save in respect the case of which there is only one Dealermanifest error, the CMU Lodging and Paying Agent willshall be entitled to rely without enquiry on any records of the CMU Service, if advised including the CMU Instrument Position Report or any other notification or statement issued by the relevant Dealer, determine the end CMU Service of the distribution compliance period identities and interests of persons credited with interests in respect the Temporary Global Note. No person shall be entitled to receive any payment on or after the Exchange Date on the Temporary Global Note unless:
(a) the exchange of such Tranche as being interests in the fortieth day following the date certified by Temporary Global Note for the relevant Dealer to interests in the Agent as being the date as Permanent Global Note is improperly withheld or refused by or on behalf of which distribution of the Notes of that Xxxxxxx was completed.any responsible party; or
(b) In the case sole reason for delay in exchange of a Tranche interests in respect of which there the Temporary Global Note is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end refusal of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest CMU Service to permit exchange of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completedTemporary Global Note in part.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon As soon as reasonably practicable after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the relevant Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
4.8 In the event that Definitive Notes are issued and an Agent informs the relevant Issuer that it is unable to perform its obligations under this Agreement, the Issuers and the Guarantor shall forthwith appoint an additional Agent in the case of a syndicated issue)accordance with this Agreement which is able to perform such obligations.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Fiscal Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon As soon as reasonably practicable after determining the any Exchange Date in respect of any TrancheDate, the Fiscal Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Fiscal Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; andand
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Fiscal Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Fiscal Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Fiscal Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Fiscal Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Fiscal Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the] Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Fiscal Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Fiscal Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Ordinary Note Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a an NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealerthe nominal amount represented by it or them and, the Agent willin either case, if advised by to sign in the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by space on the relevant Dealer to Registered Global Note(s) recording the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
exchange and reduction or increase, (b) In to make all appropriate entries in the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
Register and (c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange, to cancel or arrange for the Lead Manager (cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue)Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
4.8 Registered Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa. Bearer Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Principal Paying Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg., a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 Subject to subclause 3.4The Principal Paying Agent shall deliver or deposit, where upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of the Issuer and instructedIssuer:
(a) in the case of the first Tranche of any Series of Notes, 4.2.1 to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, 4.2.2 to authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (4.2.3 if the Permanent Bearer Global Note is a CGN), to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note;; and
(d) in the case of the first Tranche of any Series of Notes (4.2.4 if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;,
(e4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Terms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, in the case of a subsequent Tranche of any Series of Definitive Bearer Notes if upon notice from the Permanent Global Note is a CGNrelevant clearing system, either (i) to attach a copy of the applicable Final Terms or to the Permanent Global Note applicable to the relevant Series and entering details order of any exchange as aforesaid; and
Euroclear and/or Clearstream, Luxembourg or (fii) with Euroclear Nederland or (in the case of a subsequent Tranche Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of any Series of Notes is the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesDefinitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (a) In as the case of a Tranche in respect of which there is only one Dealer, the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(bmay be) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).in
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the relevant Issuer, the Guarantor (where the relevant Issuer is UUWF), the other Agents, the Trustee, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a CGN), to deliver such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the relevant Issuer pending its exchange for such Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaid; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is hereby authorised by the relevant Issuer and instructed to:
(a) authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and
(b) deliver such Definitive Note(s) (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by the Principal Paying Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised and instructed on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of an interest in the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the relevant Issuer to (a) In make all appropriate entries in the Register reflecting the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Lead Manager (Registrar, as the case may be, shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of such Global Note to be exchanged in connection therewith.
4.7 The relevant Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue)Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Relevant Issuer, the relevant Guarantors, the Trustee, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Global Note or Definitive Notes, as the case may be, in accordance with the terms of the Temporary Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as applicable, to a copy of the applicable master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN), to deliver such the Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear Euroc xxxx and/or Clearstream, Luxembourg to hold on behalf of the Relevant Issuer pending its exchange for such the Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear Euroc xxxx and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Relevant Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms or the applicable Pricing Supplement, as applicable, to the Permanent Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Global Note is a NGN, to deliver the applicable Final Terms or the applicable Pricing Supplement, as applicable, to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent is authorised by the Relevant Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg.
4.4 Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for Definitive Notes or upon any exchange of all or a part of an interest in a Permanent Global Note for Definitive Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest inter est in the Temporary Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect reflec t such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Notes, and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Relevant Issuer and instructed (a) in the case of any Global Note which is a CGN, CGN to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In the case of a Tranche in respect of which there is only one Dealer, the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the 4.5 The Principal Paying Agent shall notify such determination the Relevant Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.6 The Relevant Issuer undertakes to deliver to the IssuerPrincipal Paying Agent sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached, to enable the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue)Principal Paying Agent to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, and Euroclear and Clearstream, LuxembourgLuxembourg or the CMU (as applicable). On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg or the CMU (as applicable), a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Bearer Notes, to deliver such the Permanent Bearer Global Note to the common depositary or sub-custodian which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate or the CMU (as applicable) either in exchange for the Temporary Bearer Global Note or, in the case of a Permanent partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf in the relevant spaces in Schedule Two of the Issuer pending its exchange for both the Temporary Bearer Global Note and the Permanent Bearer Global Note;; and
(ed) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNother case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg or the Permanent Global Note applicable to CMU (as applicable) and (in the relevant seriescase of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed: (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ; and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
(a) In 4.5 Upon any exchange of a Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to make all appropriate entries in the Register and to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is only one Dealer, Global Note and the Agent will, if advised by the relevant Dealer, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with their respective obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust Deed;Deed;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;; and
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a an NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(ea) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, Definitive Bearer Notes) to attach a copy of the applicable Final Terms or to the Permanent Global Note applicable to the relevant Series order of Euroclear and/or Clearstream, Luxembourg and entering details of any exchange as aforesaid; and
(f) in the case of a subsequent Tranche Definitive Registered Notes) as the Registrar may be directed by the holder of any Series of Notes is the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesDefinitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In the case of a Tranche in respect of which there is only one Dealer, the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).or
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Bearer Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in exchange for the Temporary Bearer Global Note or, in the case of a Permanent partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf in the relevant spaces in Schedule Two of the Issuer pending its exchange for both the Temporary Bearer Global Note and the Permanent Bearer Global Note;; and
(ed) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNother case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed: (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ; and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
(a) In 4.5 Upon any exchange of a Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to make all appropriate entries in the Register and to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is only one Dealer, Global Note and the Agent will, if advised by the relevant Dealer, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with their respective obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if to deliver the Permanent Global Note is a CGN), to deliver such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;; and
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as aforesaidthe case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust Deed;Note; and
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN), to deliver such Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and Luxembourg, to hold on behalf of the Issuer pending its exchange for the such Temporary Bearer Global Note;.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, each of the Principal Paying Agent or, as the case may be, the Registrars is hereby authorised by the Issuer and instructed:
(ea) to authenticate such Definitive Bearer Note(s) in accordance with the provisions of this Agreement; and
(b) to deliver such Definitive Note(s) (in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, Definitive Bearer Notes) to attach a copy of the applicable Final Terms or to the Permanent Global Note applicable to the relevant Series and entering details order of any exchange as aforesaid; Euroclear and/or Clearstream, Luxembourg and
(f) , in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGNDefinitive Registered Notes, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to as the relevant seriesRegistrar may be directed by the holder of such Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by the Principal Paying Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a portion of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the relevant Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the relevant Registrar or on its behalf. The Registrars are hereby authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a Tranche in respect total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of which there is only one Dealer, the Agent will, if advised by the relevant DealerRegistered Global Note.
4.6 The Principal Paying Agent or the relevant Registrar, determine as the end case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the distribution compliance period in respect provisions of a Global Note and the aggregate nominal amount of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged in connection therewith.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) Registrars sufficient numbers of executed Definitive Notes with, (in the case of a non-syndicated issueDefinitive Bearer Notes) or if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrars to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;; and
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part.
4.2 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as aforesaidthe case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, in bearer form shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.4 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the Register reflecting the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.5 The Principal Paying Agent or the Lead Manager (Registrar, as the case may be, shall notify the Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.6 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue)Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Agent shall notify such its determination to the Issuer, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Bearer Notes (if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-Eurosystem- eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering details of any exchange as aforesaidSeries; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (ia) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (iib) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Agent is authorised on behalf of the Issuer and instructed (ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and the Register (as defined in Clause 10.2) shall be amended to reflect such exchange by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer
(a) In to make all appropriate entries in the case of a Tranche in respect of which there is only one Dealer, the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Register and (b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Agent or the Lead Manager (Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue)Definitive Bearer Notes if applicable, the appropriate number of unmatured Coupons and Talons attached, to enable each of the Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of each of the Issuer Issuers and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the relevant Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer promptly after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes Notes, if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In the case of a Tranche in respect of which there is only one Dealer, the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).or
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable signed master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as aforesaidthe case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of Registered Global Notes for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and shall specify the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case Registrar to comply with its obligations under this Agreement and each of a syndicated issue)the Principal Paying Agent and the Registrar undertake to notify the Issuer if they hold insufficient executed Definitive Notes for such purposes.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the relevant Issuer, the other Agents, the Trustee, the relevant Dealer, DTC, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Bearer Notes (if the Permanent Bearer Global Note is a CGN), to deliver such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its either in exchange for such Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of such partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note;
(d) in the case of the first Tranche of any Series of Bearer Notes (if the Permanent Bearer Global Note is a NGN), to deliver the such Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGNNGN or a Permanent Bearer Global Note which is a Non-eligible NGN in respect of which the relevant Issuer has notified the Principal Paying Agent that effectuation is to be applicable) and to hold on behalf of the relevant Issuer pending its the exchange of the Temporary Bearer Global Note for the Temporary Permanent Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is hereby authorised by the relevant Issuer:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of the Trust Deed;
(b) to deliver such Definitive Note(s) to or to the order of DTC, Euroclear and/or Clearstream, Luxembourg (as applicable); and
(c) make all appropriate entries on the relevant Global Note or in the Register (as defined in subclause 10.2(a)).
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Bearer Global Note shall, (a) if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall shall, if it is a CGN, be endorsed by the Principal Paying Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or or, (iib) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed each Issuer
(ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange such exc hange and reduction or increase, (bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect reflec t such exchange and (ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a portion of an interest in a Rule 144A Note for an interest in a Regulation S Note or vice versa, following receipt of a Transfer Certificate (aas applicable) In the Registrar is hereby authorised on behalf of each Issuer to make all appropriate entries in the Register.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer forthwith upon receipt of a Tranche request for issue of Definitive Notes in respect accordance with the provisions of which there is only one Dealer, a Global Note and the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect aggregate nominal amount of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged in connection therewith.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) Registrar sufficient numbers of executed Definitive Notes with, (in the case of a non-syndicated issueDefinitive Bearer Notes) or if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply w ith its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of each of the Issuer Issuers and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the relevant Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer promptly after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Princ ipal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the applicable master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Global Note is a CGN), to deliver such the Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms and the Further Information on the Issuer to the Permanent Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Global Note is a NGN, to deliver the applicable Final Terms and the Further Information on the Issuer to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes to or to the order of Euroclear and/or Clearstream, Luxembourg.
4.4 Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for Definitive Notes or upon any exchange of all or a part of an interest in a Permanent Global Note for Definitive Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect reflec t such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In the case of a Tranche in respect of which there is only one Dealer, the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).Coupons
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Agent shall notify such determination to the Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on behalf of by the Relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable signed master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN), to deliver such Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Relevant Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Relevant Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Agent is hereby authorised by the Relevant Issuer and instructed:
(a) to authenticate such Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver such Definitive Notes to or to the order of Euroclear and/or Clearstream, Luxembourg.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part portion of an interest in a Global Note for Definitive Notes, the Agent shall (ia) procure that the relevant Global Note shall, if it is a CGN, be endorsed by the Agent or on its behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by the Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (iib) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Agent is hereby authorised on behalf of the Relevant Issuer and instructed (ai) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Global Note recording the such exchange and reduction or increase, (bii) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In 4.5 The Agent shall notify the case Relevant Issuer forthwith upon receipt of a Tranche request for issue of Definitive Notes in respect accordance with the provisions of which there is only one Dealer, a Global Note and the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect aggregate nominal amount of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged in connection therewith. The Relevant Issuer undertakes to deliver to the Agent as being the date as sufficient numbers of which distribution of the executed Definitive Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basiswith, if applicable, Coupons and Talons attached to enable the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completedcomply with its obligations under this clause.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust Deed;Note; and
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(ea) to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, Definitive Bearer Notes) to attach a copy of the applicable Final Terms or to the Permanent Global Note applicable to the relevant Series order of Euroclear and/or Clearstream, Luxembourg and entering details of any exchange as aforesaid; and
(f) in the case of a subsequent Tranche Definitive Registered Notes) as the Registrar may be directed by the holder of any Series of Notes is the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesDefinitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed: (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ; and (b) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note which for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is a NGNauthorised on behalf of the Issuer: (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to instruct Euroclear sign in the relevant space on the relevant Registered Global Note(s) recording the exchange and Clearstream reduction or increase; (b) to make all appropriate entries in their records to reflect such exchange the Register; and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Registered Global NoteNote(s).
(a) In 4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is only one Dealer, Global Note and the Agent will, if advised by the relevant Dealer, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes, if applicable, Receipts, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-Eurosystem- eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Ordinary Note Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a an NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealerthe nominal amount represented by it or them and, the Agent willin either case, if advised by to sign in the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by space on the relevant Dealer to Registered Global Note(s) recording the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
exchange and reduction or increase, (b) In to make all appropriate entries in the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
Register and (c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange, to cancel or arrange for the Lead Manager (cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue)Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
4.8 Registered Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa. Bearer Notes will not be exchangeable for any other form of Note issued by the Issuer, and vice versa.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 (1) The Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Agent shall notify such determination to the Issuer, the other Paying Agents, the relevant Dealer, Euroclear and ClearstreamCedelbank. On or after the Exchange Date, Luxembourgthe Agent shall deliver, upon notice from Euroclear and Cedelbank, a Permanent Global Note or Definitive Notes, as the case may be, in accordance with the terms of the Temporary Global Note.
4.2 Subject to subclause 3.4, where (2) Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the applicable master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Notes, to deliver such Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its Cedelbank either in exchange for such Temporary Global Note or, in the case of a partial exchange, on entering details of such partial exchange of the Temporary Global Note in the relevant spaces in Schedule Two of both the Temporary Global Note and the Permanent Global Note;; and
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNother case, to attach a copy of the applicable Final Terms Pricing Supplement to the Permanent Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaid.
(3) Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Agent is hereby authorised by the Issuer and instructed:
(a) to authenticate such Definitive Notes in accordance with the provisions of this Agreement; and
(fb) in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, to deliver the applicable Final Terms such Definitive Notes to or to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesorder of Euroclear and/or Cedelbank.
4.3 (4) Upon any exchange of all or a part portion of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part portion of an interest in a Global Note for Definitive Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by the Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Notes, Receipts and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a5) In The Agent shall notify the case Issuer forthwith upon receipt of a Tranche request for issue of Definitive Notes in respect accordance with the provisions of which there is only one Dealer, a Global Note and the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect aggregate nominal amount of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged in connection therewith. The Issuer undertakes to deliver to the Agent as being the date as sufficient numbers of which distribution of the executed Definitive Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basiswith, if applicable, Receipts, Coupons and Talons attached to enable the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completedcomply with its obligations under this clause.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).
Appears in 1 contract
Samples: Agency Agreement (International Lease Finance Corp)
EXCHANGE OF GLOBAL NOTES. 4.1 The Agent shall determine, to the extent that the relevant clearing system does not determine the Exchange Date at the end of the restricted period, the Exchange Date for each Temporary Global Note in accordance with the terms thereofits terms. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Agent shall notify such determination to the Issuer, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN), to deliver such the Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg Clearstream to hold on behalf of the Issuer pending its exchange for such the Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg Clearstream to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Agent is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes to or to the order of Euroclear and/or Clearstream.
4.4 Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part of an interest in a Global Note for Definitive Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In 4.5 The Agent shall notify the case Issuer upon receipt of a Tranche request for the issue of Definitive Notes in respect accordance with the provisions of which there is only one Dealer, a Global Note and the Agent will, if advised by the relevant Dealer, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged.
4.6 The Issuer undertakes to deliver to the Agent as being the date as sufficient numbers of which distribution of the executed Definitive Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basiswith, if applicable, Coupons and Talons attached, to enable the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completedcomply with its obligations under this Agreement.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable signed master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as aforesaid; andthe case may be, the Registrar is authorised by the Issuer and instructed:
(fa) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of Registered Global Notes for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and shall specify the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case Registrar to comply with its obligations under this Agreement and each of a syndicated issue)the Principal Paying Agent and the Registrar undertake to notify the Issuer if they hold insufficient executed Definitive Notes for such purposes.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the relevant Issuer, the other Agents, the Trustee, the relevant Dealer, DTC, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Bearer Notes (if the Permanent Bearer Global Note is a CGN), to deliver such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its either in exchange for such Temporary Bearer Global Note or, in the case of a partial exchange, on entering details of such partial exchange of the Temporary Bearer Global Note in the relevant spaces in Schedule Two of both the Temporary Bearer Global Note and the Permanent Bearer Global Note;
(d) in the case of the first Tranche of any Series of Bearer Notes (if the Permanent Bearer Global Note is a NGN), to deliver the such Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGNNGN or a Permanent Bearer Global Note which is a Non-eligible NGN in respect of which the relevant Issuer has notified the Principal Paying Agent that effectuation is to be applicable) and to hold on behalf of the relevant Issuer pending its the exchange of the Temporary Bearer Global Note for the Temporary Permanent Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is hereby authorised by the relevant Issuer:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of the Trust Deed;
(b) to deliver such Definitive Note(s) to or to the order of DTC, Euroclear and/or Clearstream, Luxembourg (as applicable); and
(c) make all appropriate entries on the relevant Global Note or in the Register (as defined in subclause 10.2(a)).
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Bearer Global Note shall, (a) if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall shall, if it is a CGN, be endorsed by the Principal Paying Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or or, (iib) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed each Issuer
(ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, (bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a portion of an interest in a Rule 144A Note for an interest in a Regulation S Note or vice versa, following receipt of a Transfer Certificate (aas applicable) In the Registrar is hereby authorised on behalf of each Issuer to make all appropriate entries in the Register.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer forthwith upon receipt of a Tranche request for issue of Definitive Notes in respect accordance with the provisions of which there is only one Dealer, a Global Note and the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect aggregate nominal amount of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged in connection therewith.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) Registrar sufficient numbers of executed Definitive Notes with, (in the case of a non-syndicated issueDefinitive Bearer Notes) or if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor (where the relevant Issuer is ASB Finance), the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Bearer Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in exchange for the Temporary Bearer Global Note or, in the case of a Permanent partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf in the relevant spaces in Schedule Two of the Issuer pending its exchange for both the Temporary Bearer Global Note and the Permanent Bearer Global Note;; and
(ed) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNother case, to attach a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
(a) In 4.5 Upon any exchange of a Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note shall be presented to the Registrar. The Registrar is authorised on behalf of the relevant Issuer to make all appropriate entries in the Register and to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall notify the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The relevant Issuer (failing which there is only one Dealerthe Guarantor, the Agent will, if advised by where the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Issuer is ASB Finance) undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Bearer Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in exchange for the Temporary Bearer Global Note or, in the case of a Permanent partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf in the relevant spaces in Schedule Two of the Issuer pending its exchange for both the Temporary Bearer Global Note and the Permanent Bearer Global Note;; and
(ed) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNother case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed: (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ; and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
(a) In 4.5 Upon any exchange of a Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to make all appropriate entries in the Register and to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is only one Dealer, Global Note and the Agent will, if advised by the relevant Dealer, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with their respective obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of each of the Issuer Issuers and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the relevant Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer promptly after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) 4.2.1 in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) 4.2.2 in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) 4.2.3 in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Bearer Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in exchange for the Temporary Bearer Global Note or, in the case of a Permanent partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf in the relevant spaces in Schedule Two of the Issuer pending its exchange for both the Temporary Bearer Global Note and the Permanent Bearer Global Note;; and
(e) 4.2.4 in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNother case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the relevant Registrar is authorised by the Issuer and instructed:
4.3.1 to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
4.3.2 to deliver the Definitive Notes (f) in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the relevant Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the relevant Registrar or on its behalf. The relevant Registrar is authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealerthe nominal amount represented by it or them and, the Agent willin either case, if advised by to sign in the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by space on the relevant Dealer to Registered Global Note(s) recording the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
exchange and reduction or increase, (b) In the case of a Tranche to make all appropriate entries in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
Register and (c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
4.6 The Principal Paying Agent or the Lead Manager (relevant Registrars, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issueDefinitive Bearer Notes (if applicable), Receipts, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrars to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Not Specified in the Provided Text
EXCHANGE OF GLOBAL NOTES. 4.1 The Fiscal Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Fiscal Agent shall notify such its determination to the Issuer, the other Agents, the relevant DealerDealer or Regulation S Direct Investor(s), Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Fiscal Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust Deed(either manually or electronically);
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes Notes, if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Fiscal Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes (which may be done by way of electronic signatures) in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Fiscal Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Fiscal Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Fiscal Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Fiscal Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note or IAI Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed by the Registrar to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealerthe nominal amount represented by it or them and, the Agent willin either case, if advised by to sign in the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by space on the relevant Dealer to Registered Global Note(s) recording the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
exchange and reduction or increase, (b) In to make all appropriate entries in the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
Register and (c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Fiscal Agent or the Lead Manager (Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Fiscal Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue)Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable each of the Fiscal Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer promptly after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Agent shall notify such determination to the Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on behalf of by the Relevant Issuer and instructed:instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable signed master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN), to deliver such Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Relevant Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Relevant Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Agent is hereby authorised by the Relevant Issuer and instructed:
(a) to authenticate such Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver such Definitive Notes to or to the order of Euroclear and/or Clearstream, Luxembourg.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part portion of an interest in a Global Note for Definitive Notes, the Agent shall (ia) procure that the relevant Global Note shall, if it is a CGN, be endorsed by the Agent or on its behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by the Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (iib) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Agent is hereby authorised on behalf of the Relevant Issuer and instructed (ai) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Global Note recording the such exchange and reduction or increase, (bii) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In 4.5 The Agent shall notify the case Relevant Issuer forthwith upon receipt of a Tranche request for issue of Definitive Notes in respect accordance with the provisions of which there is only one Dealer, a Global Note and the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect aggregate nominal amount of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged in connection therewith. The Relevant Issuer undertakes to deliver to the Agent as being the date as sufficient numbers of which distribution of the executed Definitive Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basiswith, if applicable, Coupons and Talons attached to enable the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completedcomply with its obligations under this clause.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on behalf of the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note in accordance with the provisions of the Trust Deed;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN), to deliver such Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and entering details of any exchange as aforesaid; and
(f) in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant series.
4.3 Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part of an interest in a Global Note for Definitive Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the relevant Conditions. The Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In the case of a Tranche in respect of which there is only one Dealer, the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the Register reflecting the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Lead Manager (Registrar, as the case may be, shall notify the Issuer and the Guarantor immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue).Definitive Bearer Notes, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Supplemental Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of each of the Issuer Issuers and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the relevant Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 Each Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Issuing and Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon As soon as reasonably practicable after determining the any Exchange Date in respect of any TrancheDate, the Issuing and Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Issuing and Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Issuing and Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Bearer Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in exchange for the Temporary Bearer Global Note or, in the case of a Permanent partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf in the relevant spaces in Schedule Two of the Issuer pending its exchange for both the Temporary Bearer Global Note and the Permanent Bearer Global Note;; and
(ed) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNBearer Notes, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Issuing and Principal Paying Agent or, as aforesaidthe case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Issuing and Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Issuing and Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Issuing and Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Temporary Bearer Global Note or Permanent Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Issuing and Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Temporary Bearer Global Note or Permanent Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Temporary Bearer Global Note or Permanent Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Temporary Bearer Global Note or Permanent Bearer Global Note.
4.5 Upon any exchange of a Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealerthe nominal amount represented by it or them and, the Agent willin either case, if advised by to sign in the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by space on the relevant Dealer to Registered Global Note(s) recording the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
exchange and reduction or increase, (b) In to make all appropriate entries in the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
Register and (c) In to cancel or arrange for the cancellation of the relevant Registered Global Note(s).
4.6 The Issuing and Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche issued on a syndicated basis, Global Note and the Agent will, if advised by the Lead Manager, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Issuing and Principal Paying Agent as being and the Registrar, not later than 10 London business days before the due date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect for exchange of any TrancheGlobal Note for Definitive Notes, the Agent shall notify such determination to the Issuersufficient numbers of executed Definitive Notes with, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Issuing and Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall (in consultation with Euroclear Nederland in the case of Notes deposited with Euroclear Nederland) determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Principal Paying Agent shall notify such determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg and any other relevant clearing system. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg., a Permanent Bearer Global Note or Definitive Bearer Notes, as the case maybe, in accordance with the terms of the Temporary Bearer Global Note; provided, that, in the case of a Temporary Bearer Global Note subject to TEFRA D, a Permanent Bearer Global Note may only be issued after certain applicable certification requirements as to non-
4.2 Subject to subclause 3.4The Principal Paying Agent shall deliver or deposit, where upon notice from the relevant clearing system, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of the Issuer and instructedIssuer:
(a) in the case of the first Tranche of any Series of Notes, 4.2.1 to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, 4.2.2 to authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (4.2.3 if the Permanent Bearer Global Note is a CGN), to deliver or deposit, as the case may be, such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg or with Euroclear Nederland to hold on behalf of the Issuer pending its exchange for such Temporary Bearer Global Note;; and
(d) in the case of the first Tranche of any Series of Notes (4.2.4 if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;,
(e4.3 Where a Global Note is to be exchanged for Definitive Bearer Notes in accordance with its terms or where Definitive Bearer Notes are to be issued pursuant to the applicable Final Terms, the Principal Paying Agent or, as the case may be, the Registrar shall deliver or deposit the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note or, as the case may be, the applicable Final Terms. For this purpose the Principal Paying Agent and the Registrar are hereby authorised on behalf of the Issuer:
4.3.1 to authenticate the Definitive Bearer Notes in accordance with the provisions of this Agreement; and
4.3.2 to deliver or deposit, as the case may be, or cause to be delivered or deposited, as the case may be, such Definitive Notes and, in the case of a subsequent Tranche of any Series of Definitive Bearer Notes if upon notice from the Permanent Global Note is a CGNrelevant clearing system, either (i) to attach a copy of the applicable Final Terms or to the Permanent Global Note applicable to the relevant Series and entering details order of any exchange as aforesaid; and
Euroclear and/or Clearstream, Luxembourg or (fii) with Euroclear Nederland or (in the case of a subsequent Tranche Definitive Registered Notes) (iii) as the Registrar may be directed by the holder of any Series of Notes is the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesDefinitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Bearer Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealerthe nominal amount represented by it or them and, the Agent willin either case, if advised by to sign in the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by space on the relevant Dealer to Registered Global Note(s) recording the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg exchange and the relevant Dealer(s) (in the case of a non-syndicated issue) reduction or the Lead Manager (in the case of a syndicated issue).increase,
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the Issuer, the Trustee, the other Agents (other than the Portuguese Paying Agent), the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust Deed;
(c) in the case of the first Tranche of any Series of Notes (Bearer Notes, if the Permanent Bearer Global Note is a CGN), to deliver such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Bearer Notes, if the Permanent Bearer Global Note is a NGN), to deliver the such Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a an Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is hereby authorised by the Issuer and instructed:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of the Trust Deed; and
(b) to deliver such Definitive Note(s) (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and, in the case of Definitive Registered Notes, as the Registrar may be directed by the holder of such Definitive Registered Notes.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shallNote, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by the Principal Paying Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Terms and Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, CGN to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is hereby authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented thereby and, in either case, to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a Tranche in respect total exchange, to cancel or arrange for the cancellation of which there is only one Dealerthe relevant Registered Global Note.
4.6 The Principal Paying Agent or, the Agent willRegistrar, if advised by as the relevant Dealercase may be, determine shall notify the end Issuer forthwith upon receipt of a request for the distribution compliance period issue of Definitive Notes in respect accordance with the provisions of a Global Note and the aggregate nominal amount of such Tranche as being Global Note to be exchanged in connection therewith.
4.7 The Issuer (failing which, the fortieth day following the date certified by the relevant Dealer Guarantor) undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) Registrar sufficient numbers of executed Definitive Notes with, (in the case of a non-syndicated issueDefinitive Bearer Notes) or if applicable, Receipts, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Second Supplemental Agency Agreement (PT Portugal, SGPS, S.A.)
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Bearer Notes (if the Permanent Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer Issuers pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper Common Safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer Issuers pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper Common Safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuers and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer Issuers and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the Issuers (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealerthe nominal amount represented by it or them and, the Agent willin either case, if advised by to sign in the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by space on the relevant Dealer to Registered Global Note(s) recording the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
exchange and reduction or increase, (b) In to make all appropriate entries in the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
Register and (c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Lead Manager (Registrar, as the case may be, shall notify the relevant Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The relevant Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue)Definitive Bearer Notes, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to PTIF, PT, the IssuerTrustee, the other Agents (other than the Portuguese Paying Agent), the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust Deed;
(c) in the case of the first Tranche of any Series of Notes (Bearer Notes, if the Permanent Bearer Global Note is a CGN), to deliver such Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Bearer Notes, if the Permanent Bearer Global Note is a NGN), to deliver the such Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a an Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is hereby authorised by the Issuer and instructed:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of the Trust Deed; and
(b) to deliver such Definitive Note(s) (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and, in the case of Definitive Registered Notes, as the Registrar may be directed by the holder of such Definitive Registered Notes.
4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shallNote, if it is a CGN, CGN be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by the Principal Paying Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Terms and Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, CGN to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is hereby authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented thereby and, in either case, to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a Tranche in respect total exchange, to cancel or arrange for the cancellation of which there is only one Dealerthe relevant Registered Global Note.
4.6 The Principal Paying Agent or, the Agent willRegistrar, if advised by as the relevant Dealercase may be, determine shall notify the end Issuer forthwith upon receipt of a request for the distribution compliance period issue of Definitive Notes in respect accordance with the provisions of a Global Note and the aggregate nominal amount of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged in connection therewith.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) Registrar sufficient numbers of executed Definitive Notes with, (in the case of a non-syndicated issueDefinitive Bearer Notes) or if applicable, Receipts, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
EXCHANGE OF GLOBAL NOTES. 4.1 (1) The Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Agent shall notify such determination to the Issuer, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Global Note or Definitive Notes, as the case may be, in accordance with the terms of the Temporary Global Note.
4.2 Subject to subclause 3.4, where (2) Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the applicable master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Notes, to deliver such Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its either in exchange for such Temporary Global Note or, in the case of a partial exchange, on entering details of such partial exchange of the Temporary Global Note in the relevant spaces in Schedule Two of both the Temporary Global Note and the Permanent Global Note;; and
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNother case, to attach a copy of the applicable Final Terms Pricing Supplement to the Permanent Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaid.
(3) Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Agent is hereby authorised by the Issuer and instructed:
(a) to authenticate such Definitive Notes in accordance with the provisions of this Agreement; and
(fb) in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, to deliver the applicable Final Terms such Definitive Notes to or to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesorder of Euroclear and/or Clearstream, Luxembourg.
4.3 (4) Upon any exchange of all or a part portion of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part portion of an interest in a Global Note for Definitive Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by the Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Notes, Receipts and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a5) In The Agent shall notify the case Issuer forthwith upon receipt of a Tranche request for issue of Definitive Notes in respect accordance with the provisions of which there is only one Dealer, a Global Note and the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect aggregate nominal amount of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged in connection therewith. The Issuer undertakes to deliver to the Agent as being the date as sufficient numbers of which distribution of the executed Definitive Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basiswith, if applicable, Receipts, Coupons and Talons attached to enable the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completedcomply with its obligations under this Agreement.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).
Appears in 1 contract
Samples: Agency Agreement (International Lease Finance Corp)
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust Deed;Note; and
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN), to deliver such Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and Luxembourg, to hold on behalf of the Issuer pending its exchange for the such Temporary Bearer Global Note;.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, each of the Principal Paying Agent or, as the case may be, the Registrars is hereby authorised by the Issuer and instructed:
(ea) to authenticate such Definitive Bearer Note(s) in accordance with the provisions of this Agreement; and
(b) to deliver such Definitive Note(s) (in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, Definitive Bearer Notes) to attach a copy of the applicable Final Terms or to the Permanent Global Note applicable to the relevant Series and entering details order of any exchange as aforesaid; Euroclear and/or Clearstream, Luxembourg and
(f) , in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGNDefinitive Registered Notes, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to as the relevant seriesRegistrar may be directed by the holder of such Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by the Principal Paying Agent or on its behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreementhereunder, subject as set out in the Conditions. The Principal Paying Agent is hereby authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it thereby and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the such exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a portion of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the relevant Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the relevant Registrar or on its behalf. The Registrars are hereby authorised on behalf of the Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase, (b) to make all appropriate entries in the Register and (c) in the case of a Tranche in respect total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of which there is only one Dealer, the Agent will, if advised by the relevant DealerRegistered Global Note.
4.6 The Principal Paying Agent or the relevant Registrar, determine as the end case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the distribution compliance period in respect provisions of a Global Note and the aggregate nominal amount of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged in connection therewith.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) Registrars sufficient numbers of executed Definitive Notes with, (in the case of a non-syndicated issueDefinitive Bearer Notes) or if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrars to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Bearer Notes (if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note Notes is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent subseqent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Note(s) in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Note(s) (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and, in the case of Definitive Registered Notes, as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is authorised on behalf of the relevant Issuer (a) In to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note recording the exchange and reduction or increase, (b) to make all appropriate entries in the Register, (c) in the case of a Tranche in respect total exchange, to cancel or arrange for the cancellation of which there is only one Dealer, the Agent will, if advised by the relevant DealerRegistered Global Note and (d) where ENEL S.A. is the relevant Issuer, determine to inform ENEL S.A. forthwith of any change made to the end entries in order to enable ENEL S.A. to keep an up-to-date copy of the distribution compliance period in respect Register at its registered office. For the avoidance of such Tranche as being the fortieth day following the date certified by doubt and where ENEL S.A. is the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In Issuer, in the case of a Tranche any discrepancy between the information set forth in respect the Register held by the Registrar and the copy of which there is more than one Dealer but is not issued on a syndicated basisthe Register held by the Issuer at its registered office, the Agent will, if advised information set forth in the copy of the Register held by the Issuer at its registered office shall prevail for Luxembourg law purposes.
4.6 The Principal Paying Agent or, the Registrar, as the case may be, shall (i) notify the relevant Dealers, determine Issuer immediately after it receives a request for the end issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the distribution compliance period Global Note to be exchanged and (ii) where ENEL S.A. is the relevant Issuer, inform ENEL S.A. forthwith of any change made to the entries in respect of such Tranche as being the fortieth day following the latest order to enable ENEL S.A. to keep an up-to-date copy of the dates certified by all Register at its registered office. For the avoidance of doubt and where ENEL S.A. is the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In Issuer, in the case of a Tranche issued on a syndicated basisany discrepancy between the information set forth in the Register held by the Registrar and the copy of the Register held by the Issuer at its registered office, the Agent will, if advised information set forth in the copy of the Register held by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager Issuer at its registered office shall prevail for Luxembourg law purposes.
4.7 The relevant Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) Registrar sufficient numbers of executed Definitive Notes with, (in the case of a non-syndicated issueDefinitive Bearer Notes) or if applicable, Receipts, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note which is exchangeable in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Bearer Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in exchange for the Temporary Bearer Global Note or, in the case of a Permanent partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf in the relevant spaces in Schedule Two of the Issuer pending its exchange for both the Temporary Bearer Global Note and the Permanent Bearer Global Note;; and
(ed) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNNotes, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 The Principal Paying Agent shall immediately, and in any event within three Business Days (abeing days when banks are open for business in the city in which the specified office of the Principal Paying Agent is located) In of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it or (ii) following the endorsement of a reduction in nominal amount of a Registered Global Note for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee)
4.6 The Principal Paying Agent shall, if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration;
4.7 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is only one Dealer, Global Note and the Agent will, if advised by the relevant Dealer, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged.
4.8 The Issuer undertakes to deliver to the Principal Paying Agent as being the date as sufficient numbers of which distribution of the executed Definitive Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basiswith, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note which is exchangeable in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN)Bearer Notes, to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (either in exchange for the Temporary Bearer Global Note or, in the case of a Permanent partial exchange, on entering details of the partial exchange of the Temporary Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf in the relevant spaces in Schedule Two of the Issuer pending its exchange for both the Temporary Bearer Global Note and the Permanent Bearer Global Note;; and
(ed) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNother case, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange in whole or part as aforesaidstated above.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(fb) to deliver the Definitive Notes (in the case of a subsequent Tranche of any Series of Notes is the Permanent Global Note is a NGN, Definitive Bearer Notes) to deliver the applicable Final Terms or to the specified common safekeeper for attachment to order of Euroclear and/or Clearstream, Luxembourg and (in the Permanent Global Note applicable to case of Definitive Registered Notes) as the relevant seriesRegistrar may be directed by the holder of the Definitive Registered Notes.
4.3 4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchangeNote. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions and (where applicable) the Additional Note Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, increase and (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
(a) In 4.5 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is only one Dealer, Global Note and the Agent will, if advised by the relevant Dealer, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged.
4.6 The Issuer undertakes to deliver to the Principal Paying Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes, if applicable, Receipts, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall shall:
(ia) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or Note; or
(iib) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes Bearer Notes, Receipts and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed instructed:
(ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, ;
(bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and exchange; and
(ciii) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Receipts, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon As soon as reasonably practicable after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the relevant Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the relevant Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is Notes, if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of the Registered Global Note for Definitive Registered Notes, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the relevant Issuer to (a) In make all appropriate entries in the case of a Tranche Register reflecting the reduction in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Registrar, as the case may be, shall notify the relevant Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, Global Note and the Agent will, if advised by the relevant Dealers, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the Global Note to be exchanged.
4.7 The relevant Dealers Issuer undertakes to deliver to the Principal Paying Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (Registrar sufficient numbers of executed Definitive Notes with, in the case of a non-syndicated issue) or Definitive Bearer Notes if applicable, Coupons and Talons attached, to enable each of the Lead Manager (in Principal Paying Agent and the case of a syndicated issue)Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the Issuer, the Guarantor, the Trustee, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) in the case of the first Tranche of any Series of Notes (Notes, if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and (in the case of Definitive Registered Notes) as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a part of an interest in a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Bearer Global Note or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Principal Paying Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Bearer Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note.
4.5 Upon any exchange of all or a part of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) In make all appropriate entries in the Register reflecting the reduction or increase (as the case of a Tranche may be) in respect of which there is only one Dealer, the Agent will, if advised nominal amount represented by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
Registered Global Note(s) and (b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) total exchange for Definitive Registered Notes, to cancel or arrange for the cancellation of the relevant Registered Global Note.
4.6 The Principal Paying Agent or the Lead Manager (Registrar, as the case may be, shall notify the Issuer and the Guarantor immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged.
4.7 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes with, in the case of a syndicated issue)Definitive Bearer Notes, if applicable, Coupons and Talons attached, to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES.
4.1 The Agent shall determine, to the extent that the relevant clearing system does not determine the Exchange Date at the end of the restricted period, the Exchange Date for each Temporary Global Note in accordance with the terms thereofits terms. Forthwith upon determining the any Exchange Date in respect of any TrancheDate, the Agent shall notify such determination to the Issuer, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on behalf of by the Issuer and instructed:
(a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such the Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, to authenticate such the Permanent Global Note in accordance with the provisions of the Trust DeedNote;
(c) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a CGN), to deliver such the Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg Clearstream to hold on behalf of the Issuer pending its exchange for such the Temporary Global Note;
(d) in the case of the first Tranche of any Series of Notes (if the Permanent Global Note is a NGN), to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg Clearstream to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;
(e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) in the case of a subsequent Tranche of any Series of Notes is if the Permanent Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Agent is authorised by the Issuer and instructed:
(a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and
(b) to deliver the Definitive Notes to or to the order of Euroclear and/or Clearstream.
4.4 Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part of an interest in a Global Note for Definitive Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it and, in either case, to sign in the relevant space on the relevant Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In 4.5 The Agent shall notify the case Issuer upon receipt of a Tranche request for the issue of Definitive Notes in respect accordance with the provisions of which there is only one Dealer, a Global Note and the Agent will, if advised by the relevant Dealer, determine the end aggregate nominal amount of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer Global Note to be exchanged.
4.6 The Issuer undertakes to deliver to the Agent as being the date as sufficient numbers of which distribution of the executed Definitive Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basiswith, if applicable, Coupons and Talons attached, to enable the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completedcomply with its obligations under this Agreement.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).
Appears in 1 contract
Samples: Agency Agreement
EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereofits terms. Forthwith upon Immediately after determining the any Exchange Date in respect of any TrancheDate, the Principal Paying Agent shall notify such its determination to the relevant Issuer, the Guarantor, the relevant Dealer, Euroclear and Clearstream, Luxembourg.
4.2 Subject to subclause 3.4, where Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is hereby authorised on behalf of by the relevant Issuer and instructed:
(a) 4.2.1 in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Global Note;the
(b) 4.2.2 in the case of the first Tranche of any Series of Bearer Notes, to authenticate such the Permanent Bearer Global Note in accordance with the provisions of the Trust DeedNote;
(c) 4.2.3 in the case of the first Tranche of any Series of Bearer Notes (if the Permanent Bearer Global Note is a CGN), to deliver such the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note applicable to such representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such the Temporary Bearer Global Note;
(d) 4.2.4 in the case of the first Tranche of any Series of Notes (if the Permanent Bearer Global Note is a NGN), to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note;
(e) 4.2.5 in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to the Permanent Bearer Global Note applicable to the relevant Series and entering to enter details of any exchange as aforesaidin whole or part; and
(f) 4.2.6 in the case of a subsequent Tranche of any Series of Notes is if the Permanent Bearer Global Note is a NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Bearer Global Note applicable to the relevant seriesSeries.
4.3 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the relevant Issuer and instructed:
4.3.1 to authenticate the Definitive Note(s) in accordance with the provisions of this Agreement; and
4.3.2 to deliver the Definitive Note(s) (in the case of Definitive Bearer Notes) to or to the order of Euroclear and/or Clearstream, Luxembourg and, in the case of Definitive Registered Notes, as the Registrar may be directed by the holder of the Definitive Registered Notes.
4.4 Upon any exchange of all or a part of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or upon any exchange of all or a part of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes, the Principal Paying Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Principal Paying Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Bearer Global Note shall be endorsed by or on behalf of the Principal Paying Agent to reflect the increase in its nominal amount as a result of any
4.5 Upon any exchange for an interest in the Temporary Global Note of all or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder part of an interest in any a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall in all respects be entitled presented to the same benefits under this Agreement Registrar and endorsed to reflect the reduction or increase (as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out case may be) in its/their nominal amount by the ConditionsRegistrar or on its behalf. The Agent Registrar is authorised on behalf of the relevant Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Registered Global Note Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it by the amount so exchanged and, if appropriate, to endorse the Permanent Global Note to reflect any increase in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Registered Global Note recording the exchange and reduction or increase, (b) in the case of any Global Note which is a NGN, to instruct Euroclear and Clearstream to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note.
(a) In the case of a Tranche in respect of which there is only one Dealer, the Agent will, if advised by the relevant Dealer, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will, if advised by the relevant Dealers, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.
(c) In the case of a Tranche issued on a syndicated basis, the Agent will, if advised by the Lead Manager, determine the end of the distribution compliance period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Xxxxxxx was completed.
(d) Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Trustee, Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).,
Appears in 1 contract
Samples: Agency Agreement
