ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes: (a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note; (b) authenticate the Temporary Global Note; (c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and (e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes. 3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue: (a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note; (c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; (d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; (e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and (f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds: (a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2; (b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and (c) signed copies of the applicable Final Terms. 3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner. 3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 12 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable a Final Terms by electronic communication signed by the relevant Issuer, the relevant Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate (or procure the authentication of) the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Each Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause clause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 5 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and the Guarantor, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer Issuers if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper Common Safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper Common Safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeperCommon Safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of subclause 3.1, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note;
(c) deliver the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary for Euroclear and Clearstream, Luxembourg or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order;
(d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes in accordance with subclauses 3.2(a) and 3.3(a);
(b) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuerIssuers, which may be used by the Agent Registrar for the purpose of preparing Temporary Registered Global Notes in accordance with subclause 3.23.4(a) and clause 4;
(bc) a master Permanent Global Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuerIssuers, which may be used by the Agent Registrar for the purpose of preparing Permanent Global Definitive Registered Notes in accordance with subclause 3.3 and clause 44.3; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper Common Safekeeper that the relevant Bearer Global Note has been effectuated.
3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated.
3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.
Appears in 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause Clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.23.2 and Clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final TermsTerms and the Further Information on the Issuer.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.2, following receipt of a faxed copy of the applicable Final Terms signed by the Relevant Issuer, the Relevant Issuer authorises the Principal Paying Agent and the Registrar, and the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1Principal Paying Agent or, as the case may be, the Agent Registrar will on behalf of the Issuer Relevant Issuer:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Bearer Global Note will initially represent or (in the Tranche case of Notes:
the Registrar) (aif so specified in the applicable Final Terms) prepare a Temporary Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes, by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note or Definitive IAI Registered Note;
(b) in the case of the first Tranche of any Series of Notes authenticate (or procure the Temporary authentication of) the relevant Global NoteNotes and/or Definitive IAI Registered Notes;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Global Bearer Note and/or Permanent Bearer Global Note is a an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note and/or Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Relevant Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Relevant Issuer's order;
(ii) in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC against receipt from DTC of confirmation that (i) in the case of Registered Notes issued on a non-syndicated basis, that Notes represented by the Registered Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (ii) in the case of Notes issued on a syndicated basis, that Notes represented by the Registered Global Note are held to the Relevant Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(eg) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf 3.2 Each of the Issuer if specified in Principal Paying Agent and the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) and clause 4;
(b) a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Agent Registrar for the purpose of preparing Temporary Global Definitive IAI Registered Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 43.1(a); and
(cd) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 3.3 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.5, following receipt of a faxed or emailed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes, the Principal Paying Agent will on behalf of the Issuer:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes codes, ISINs, FISNs and ISINsCFIs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue, the Principal Paying Agent will on behalf of the Issuer:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes codes, ISINs, FISNs and ISINsCFIs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 For the purpose of subclause 3.1, if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes, ISINs, FISNs and CFIs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 The Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Note in accordance with subclause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
3.8 The parties to this Agreement acknowledge that any Global Note may be signed, authenticated and stored electronically.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed scanned pdf-format copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) Note and deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN);
(c) or deliver the Temporary Global Note to the specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding Outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global NoteNote and deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN);
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding Outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding Outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.4 below, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer hereby authorises the Agent and the Agent agrees, hereby agrees to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose purposes of subclause 3.1, the Agent will will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed applicable master Temporary Global Note;
(b) authenticate the such Temporary Global NoteNote in accordance with the provisions of the Trust Deed;
(c) deliver the such Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or a specified common safekeeper (if the Temporary Global Note is a an NGN) for Euroclear and and/or Clearstream, Luxembourg and, and in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) unless the Issuer otherwise directs, to ensure that the Notes of each Tranche are assignedassigned a common code and ISIN by Euroclear and Clearstream, as applicable, security numbers (including, but not limited to, common codes and ISINs) Luxembourg which are different from the security numbers common code and ISIN assigned to Notes of any other Tranche of the same Series until at least expiry 40 days after the completion of the Distribution Compliance Period in respect distribution of the TrancheNotes of such Tranche as notified by the Agent to the relevant Dealer; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global NoteNote in accordance with the provisions of the Trust Deed;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, and in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary (or common safekeeper, as the case may be, ,) for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in on their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period distribution compliance period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause Clause 3 and subclause 4.2 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt by email of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Fiscal Agent and the Registrar and the Fiscal Agent and the Registrar agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Fiscal Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Fiscal Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of subclause 3.1, the Fiscal Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same upon such delivery to destroy any original authenticated physical copy of such Registered Global Note and authorise the electronic safekeeping thereof; and
(d) (in the case of the Fiscal Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Fiscal Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Fiscal Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Fiscal Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Note in accordance with subclause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Fiscal Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 3.7 Where the Fiscal Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent it in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg Clearstream and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Clearstream and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.2, following receipt of a faxed copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, signed by the IssuerRelevant Issuer and the relevant Guarantors, the Relevant Issuer authorises the Agent Principal Paying Agent, and the Principal Paying Agent agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of NotesRelevant Issuer:
(a) prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms or applicable Pricing Supplement, as the case may be) a Permanent Global Note by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as applicable, to a copy of the signed master Temporary Global Note and/or the signed master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate (or procure the Temporary authentication of) the relevant Global NoteNotes;
(c) deliver the Temporary Global Note and/or the Permanent Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Relevant Issuer if specified in the applicable Final Terms or the applicable Pricing Supplement, as the case may be, that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms or applicable Pricing Supplement, as applicable, to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 3.3 The Principal Paying Agent shall only be required to perform its obligations under this clause 3 subclause 3.1 if it holds:holds (as applicable):
(a) a master Temporary Global Note and a master Permanent Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Notes and Permanent Global Notes, respectively, in accordance with subclause 3.2;
(bsubclauses 3.1(a), 3.2(a) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(cb) signed copies of the applicable Final TermsTerms or applicable Pricing Supplement, as applicable.
3.5 3.4 The Relevant Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 3.3 in a timely manner.
3.6 3.5 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg Clearstream and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Clearstream and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.subclause
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.2, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1Principal Paying Agent or, as the case may be, the Agent Registrar will on behalf of the Issuer Issuer:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Bearer Global Note will initially represent or (in the Tranche case of Notes:
the Registrar) (aif so specified in the applicable Final Terms) prepare a Temporary Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the Temporary authentication of) the relevant Global NoteNotes and/or Definitive IAI Registered Notes;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non- syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(eg) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will will, on behalf of the Issuer Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for of Euroclear and/or Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note which is to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the common safekeeper Notes represented by the Permanent Bearer Global Note to effectuate the sameIssuer's order;
(d) if the Permanent Global Note is in any other case attach a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount copy of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or common safekeeperClearstream, Luxembourg or both of them (as the case may be, for attachment to ) unless otherwise agreed in writing between the Permanent Global Note and, Principal Paying Agent and the Issuer (i) in the case where of Notes issued on a non-syndicated basis, to credit the Permanent Global Note is a CGN, make all appropriate entries on Notes the relevant Schedule subject of the applicable Final Terms to the Permanent Global Note to reflect the increase in its nominal amount or, Principal Paying Agent's distribution account and (ii) in the case where of Notes issued on a syndicated basis, to hold the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make Notes the appropriate entries in their records to reflect the increased outstanding aggregate principal amount subject of the relevant Seriesapplicable Final Terms to the Issuer's order; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 subclause 3.1 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) and clause 4;
(b) a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Temporary Global Definitive IAI Registered Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 43.1(a); and
(cd) signed copies of the applicable Final Terms.
3.5 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.3 in a timely manner.
3.6 3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Note Notes to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 (1) Subject to subclause 3.4(5), following receipt of a faxed an e-mailed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar, and the Principal Paying Agent agrees, and the Registrar agree to take the steps required of the Agent them in the Procedures Memorandum.
3.2 (2) For the purpose of subclause 3.13(1), the Principal Paying Agent will will, on behalf of the Issuer Issuer, if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and and/or Clearstream, Luxembourg Luxembourg; and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and.
(e3) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.13(1), the Principal Paying Agent will will, on behalf of the Issuer Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant SeriesLuxembourg; and
(fd) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period.
(4) For the purpose of subclause 3(1), the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Regulation S Global Note and/or a Rule 144A Global Note will represent the Notes on issue:
(a) prepare a Regulation S Global Note and/or a Rule 144A Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver:
(i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg; and
(ii) in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC;
(d) in the case of a subsequent Tranche of any Series of Notes, deliver:
(i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg; and
(ii) in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC;
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers including (as applicable), but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs, which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The (5) Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.2(2) and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 (3) and clause 4;
(c) a master Regulation S Global Note and/or a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause (4); and
(cd) signed copies of the applicable Final Terms.
3.5 (6) The Issuer undertakes to ensure that the Principal Paying Agent receives and/or the Registrar receive copies of each document specified in subclause 3.4 3(5) in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg Clearstream and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Clearstream and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.subclause
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, together with the duly completed information relating to the Issuer pursuant to Article 2414 of the Italian Civil Code in the form set out in Annex 3 Part B of the Procedures Memorandum, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the duly completed information relating to the Issuer pursuant to Article 2414 of the Italian Civil Code in the form set out in Annex 3 Part B of the Procedures Memorandum to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the duly completed information relating to the Issuer pursuant to Article 2414 of the Italian Civil Code in the form set out in Annex 3 Part B of the Procedures Memorandum to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsTerms and the duly completed information relating to the Issuer pursuant to Article 2414 of the Italian Civil Code in the form set out in Annex 3 Part B of the Procedures Memorandum.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 2 contracts
Samples: Agency Agreement (Luxottica Group Spa), Agency Agreement (Luxottica Group Spa)
ISSUE OF GLOBAL NOTES. 3.1 (1) Subject to subclause 3.4(2), following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises each of the Principal Paying Agent and the CMU Lodging and Paying Agent, and each of the Principal Paying Agent and the CMU Lodging and Paying Agent agrees, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent will on behalf of the Issuer Issuer:
(a) (in the case of the Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent, as the case may be) prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms that Terms) a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate (or procure the Temporary authentication of) the Global NoteNotes;
(c) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) deliver the Temporary Global Note and/or Permanent Global Note to the specified common depositary (I) if the Temporary Global Note is a CGN) or , the specified common safekeeper depositary of Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the relevant Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg or (II) if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg the specified common safekeeper and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same, and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer
(i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Global Note to the Issuer's order;
(d) in the case of the CMU Lodging and Paying Agent for CMU Notes, subject to obtaining written authority from the Issuer authorising it to undertake the following matters:
(i) deliver to the HKMA a lodging agent's undertaking in substantially the form set out in Appendix F.2 to the CMU Reference Manual, which delivery the Issuer hereby specifically authorises and in connection with which the Issuer hereby specifically grants to the CMU Lodging and Paying Agent the acknowledgements and authorities referred to in Schedule 2 thereto;
(ii) deliver to the HKMA a lodgement slip in substantially the form set out in Appendix F.1 to the CMU Reference Manual requiring the credit on the Issue Date of the CMU Notes to the relevant CMU Main Accounts;
(iii) not later than 11.00 a.m. (Hong Kong time) on the Issue Date, lodge the Temporary Global Note and/or the Permanent Global Note with the sub- custodian appointed for the purpose by the HKMA; and
(iv) on the Issue Date, against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the Issuer to such account as may be designated by the Issuer for the purpose, in each case in accordance with the provisions of the Procedures Memorandum and the CMU Rules;
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CMU instrument numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(ef) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf (2) Each of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeperPrincipal Paying Agent or, as the case may be, for attachment to the Permanent Global Note andCMU Lodging and Paying Agent, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 subclause (1) if it holds:
holds (aas applicable) a master Temporary Global Note and a master Permanent Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent for the purpose of preparing Temporary Global Notes and Permanent Global Notes, respectively, in accordance with subclause 3.2;(1)(a).
(b3) a master Permanent Global Note duly executed by a person or persons duly authorised With respect to execute Notes other than CMU Notes, where the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and the Guarantor, the relevant Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 The 3.6 Each of the relevant Issuer and the Guarantor undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.2, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1Principal Paying Agent or, as the case may be, the Agent Registrar will on behalf of the Issuer Issuer:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Bearer Global Note will initially represent or (in the Tranche case of Notes:
the Registrar) (aif so specified in the applicable Final Terms) prepare a Temporary Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note or Definitive IAI Registered Note;
(b) authenticate (or procure the Temporary authentication of) the relevant Global NoteNotes and/or Definitive IAI Registered Notes;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) (in the case of the Registrar) deliver:
(i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order;
(ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and
(iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer;
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(eg) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will will, on behalf of the Issuer Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for of Euroclear and/or Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note which is to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the common safekeeper Notes represented by the Permanent Bearer Global Note to effectuate the sameIssuer's order;
(d) if the Permanent Global Note is in any other case attach a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount copy of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or common safekeeperClearstream, Luxembourg or both of them (as the case may be, for attachment to ) unless otherwise agreed in writing between the Permanent Global Note and, Principal Paying Agent and the Issuer (i) in the case where of Notes issued on a non-syndicated basis, to credit the Permanent Global Note is a CGN, make all appropriate entries on Notes the relevant Schedule subject of the applicable Final Terms to the Permanent Global Note to reflect the increase in its nominal amount or, Principal Paying Agent's distribution account and (ii) in the case where of Notes issued on a syndicated basis, to hold the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make Notes the appropriate entries in their records to reflect the increased outstanding aggregate principal amount subject of the relevant Seriesapplicable Final Terms to the Issuer's order; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 subclause 3.1 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1(a) and clause 4;
(b) a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.1(a);
(c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Temporary Global Definitive IAI Registered Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 43.1(a); and
(cd) signed copies of the applicable Final Terms.
3.5 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.3 in a timely manner.
3.6 3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Note Notes to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-Eurosystem- eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.subclause
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed pdf copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely mannermanner and, in respect of subclause 3.4(c), in accordance with the Procedures Memorandum.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.5, following receipt of a faxed an emailed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg Luxembourg; and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the sameLuxembourg;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, and make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Seriesamount; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Note in accordance with subclause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.5 in a timely mannermanner once such documents become available.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-Eurosystem- eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause Clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.23.2 and Clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final TermsTerms and the Further Information on the Issuer.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.subclause
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause clause 3.4, following receipt of a faxed copy of the applicable Final Terms Pricing Supplement signed by the Issuerrelevant Issuer and the Guarantor, the relevant Issuer and the Guarantor authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause clause 3.1, the Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms Pricing Supplement that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause clause 3.1, the Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms Pricing Supplement that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms Pricing Supplement to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause clause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause clause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsPricing Supplement.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause clause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms by electronic communication signed by the relevant Issuer, the relevant Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate (or procure the authentication of) the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-Eurosystem- eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Each Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Clause 3.2, following receipt of a faxed copy sent by email of the applicable Final Terms signed by the relevant Issuer and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer (as set out in Schedule 3 to the Temporary Global Note and Schedule 3 to the Permanent Global Note), the relevant Issuer authorises the Principal Paying Agent and the Registrar, and the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For the purpose of subclause 3.1this purpose, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer relevant Issuer:
3.1.1 (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Bearer Global Note will initially represent or (in the Tranche case of Notes:
the Registrar) (aif so specified in the applicable Final Terms) prepare a Temporary Registered Global Note Note, by attaching a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to a copy of the signed master Temporary Global Note;
3.1.2 authenticate (bor procure the authentication of) authenticate the Temporary relevant Global NoteNotes;
3.1.3 (cin the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper Common Safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
3.1.4 (din the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and/or Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and, in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same against, in the case of Notes issued on a syndicated basis, receipt from the common depositary of confirmation that such common depositary is holding the relevant Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and to instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Relevant Issuer (A) in the case of Notes issued on a non- syndicated basis, to credit the Notes represented by the relevant Registered Global Note to the Registrar's distribution account, or (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Relevant Issuer's order;
3.1.5 ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
3.1.6 (ein the case of the Principal Paying Agent) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 3.2 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) 3.2.1 in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to a copy of the master Permanent Bearer Global Note;
(b) 3.2.2 in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) 3.2.3 in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note Notes is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) 3.2.4 if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) 3.2.5 in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; andcase
(f) 3.2.6 ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 if it holds:holds (as applicable):
(a) 3.3.1 a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons (which, in the case of ENEL N.V., shall be signed manually or in facsimile on behalf of ENEL N.V. by a duly authorised signatory of ENEL N.V.) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.23.1.1 and Clause 4;
(b) 3.3.2 a master Permanent Registered Global Note Note, each duly executed by a person or persons (which, in the case of ENEL N.V., shall be signed manually or in facsimile on behalf of ENEL N.V. by a duly authorised signatory of ENEL N.V.) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent Registrar for the purpose of preparing Permanent Registered Global Notes Notes, in accordance with subclause 3.3 and clause 43.1.1; and
(c) 3.3.3 signed copies of the applicable Final Terms.
3.5 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and the Registrar, as the case may be, receives copies of each document specified in subclause 3.4 Clause 3.3 in a timely manner.
3.6 3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Clause 3.5, following receipt of a faxed an e-mailed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and and/or Clearstream, Luxembourg Luxembourg; and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the sameLuxembourg;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes Notes, deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Seriesdepositary; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of Clause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Regulation S Global Note and/or a Rule 144A Global Note will represent the Notes on issue:
(a) prepare a Regulation S Global Note and/or a Rule 144A Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver:
(i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and/or Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg; and
(ii) in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC;
(d) in the case of a subsequent Tranche of any Series of Notes, deliver:
(i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and/or Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg; and
(ii) in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.2Clause 3.2 and Clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause Clause 3.3 and clause Clause 4;
(c) a master Regulation S Global Note and/or a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with Clause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar (as applicable) receives copies of each document specified in subclause 3.4 Clause 3.5 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.4 below, following receipt of a faxed an electronic copy of the applicable Final Terms signed by the Issuer, the Issuer hereby authorises the Agent and the Agent agrees, xxxxxx agrees to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose purposes of subclause 3.1, the Agent will will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed applicable master Temporary Global Note;
(b) authenticate the such Temporary Global NoteNote in accordance with the provisions of the Trust Deed;
(c) deliver the such Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or a specified common safekeeper (if the Temporary Global Note is a an NGN) for Euroclear and and/or Clearstream, Luxembourg and, and in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) unless the Issuer otherwise directs, to ensure that the Notes of each Tranche are assignedassigned a common code and ISIN by Euroclear and Clearstream, as applicable, security numbers (including, but not limited to, common codes and ISINs) Luxembourg which are different from the security numbers common code and XXXX assigned to Notes of any other Tranche of the same Series until at least expiry 40 days after the completion of the Distribution Compliance Period in respect distribution of the TrancheNotes of such Tranche as notified by the Agent to the relevant Dealer; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global NoteNote in accordance with the provisions of the Trust Deed;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, and in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary (or common safekeeper, as the case may be, ,) for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in on their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period distribution compliance period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause Clause 3 and subclause 4.2 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the IssuerRelevant Issuer and each Guarantor, the Relevant Issuer and each Guarantor authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Relevant Issuer and each Guarantor if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Relevant Issuer and each Guarantor if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes Notes, deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsTerms on behalf of the Relevant Issuer and each Guarantor.
3.5 The Each Issuer and each Guarantor undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer authorises each of the Issuing and Principal Paying Agent and the Registrar and each of the Issuing and Principal Paying Agent and the Registrar agrees, to take the steps required of the Issuing and Principal Paying Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Issuing and Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global NoteNotes;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Issuing and Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Bearer Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 For the purpose of subclause 3.1, the Issuing and Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) prepare one or more Registered Global Notes, by attaching a copy of the applicable Final Terms to a copy of the signed master Registered Global Note;
(b) authenticate the Registered Global Note;
(c) deliver the Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 The Issuing and Principal Paying Agent shall only be required to perform its obligations under this clause 3 subclause 3.1 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Issuing and Principal Paying Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;; and
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Issuing and Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Issuing and Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation authentication using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement (Wachovia Corp New)
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note GlobalNote is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause Clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final TermsTerms and the Further Information on the Issuer.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause Subclause 3.4, following receipt of a faxed copy of the applicable Final Terms together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause Subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause Subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note GlobalNote is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause Clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause Subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause Subclause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final TermsTerms and the Further Information on the Issuer.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause Subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;; and
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 43.6; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.subclause
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed an electronic copy (via e-mail) of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Clause 3.5, following receipt of a faxed or electronic copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar, and the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Principal Paying Agent and the Registrar in the Procedures Memorandum.
3.2 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of Clause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will initially represent the Tranche of Notes:
(a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note;
(c) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg against receipt from the common depositary or common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar’s distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer’s order; and
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and/or ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 Clauses 3.1 to 3.4 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.2Clauses 3.2(a) and 3.3(a);
(b) a master Permanent Registered Global Note Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Permanent Registered Global Notes Notes, respectively, in accordance with subclause 3.3 and clause 4Clause 3.4(a); and
(c) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause Clauses 3.2, 3.3, and 3.4 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause sub-clause 3.4, following receipt of a faxed an emailed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and the Guarantor (where the relevant Issuer is TI Finance), the relevant Issuer authorises the Principal Paying Agent and the Principal Paying Agent agrees, to take the steps required of the Agent to be taken by it in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause sub-clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global NoteNote in accordance with the provisions of the Trust Deed;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause sub-clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;Note in accordance with the provisions of the Trust Deed;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a an NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.4 The Principal Paying Agent shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2sub- clause 3.2 and clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Global Notes in accordance with subclause sub- clause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The relevant Issuer undertakes and the Guarantor (where the relevant Issuer is TI Finance) undertake to ensure that the Principal Paying Agent receives copies of each document specified in subclause sub-clause 3.4 in a timely manner.
3.6 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Subclause 3.4 below, following receipt of a faxed copy of the applicable Final Terms signed by the IssuerRelevant Issuer and (in the case of Guaranteed Notes) the Guarantor, the Relevant Issuer hereby authorises the Agent and the Agent hereby agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause Subclause 3.1, the Agent will will, inter alia, on behalf of the Relevant Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the such Temporary Global Note;
(c) deliver the such Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period in respect of the such Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause Subclause 3.1, the Agent will will, inter alia, on behalf of the Relevant Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the such Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the such Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the applicable Distribution Compliance Period in respect of the such Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 Subclause 3.1 above if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause Subclause 3.2;; and
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause Subclause 3.3 above and clause 4Clause 4 below; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer Each of the Issuers and the Guarantor (in the case of Guaranteed Notes) undertakes to ensure that the Agent receives copies of each document specified in subclause Subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.43.2, following receipt of a faxed copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, signed by the IssuerRelevant Issuer and the relevant Guarantors, the Relevant Issuer authorises the Agent Principal Paying Agent, and the Principal Paying Agent agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:Relevant Issuer:
(a) prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms or applicable Pricing Supplement, as the case may be) a Permanent Global Note by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as applicable, to a copy of the signed master Temporary Global Note;Note and/or the signed master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate (or procure the Temporary authentication of) the relevant Global NoteNotes;
(c) deliver the Temporary Global Note and/or the Permanent Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Relevant Issuer if specified in the applicable Final Terms or the applicable Pricing Supplement, as the case may be, that a Permanent Global Note will represent the Notes on issue:issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms or applicable Pricing Supplement, as the case may be, to a copy of the master Permanent Global Note;Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms or applicable Pricing Supplement, as applicable, to the specified common depositary depos itary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 3.3 The Principal Paying Agent shall only be required to perform its obligations under this clause 3 subclause 3.1 if it holds:holds (as applicable):
(a) a master Temporary Global Note and a master Permanent Global Note, each duly executed exec uted by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Notes and Permanent Global Notes, respectively, in accordance with subclause 3.2;
(bsubclauses 3.1(a), 3.2(a) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(cb) signed copies of the applicable Final TermsTerms or applicable Pricing Supplement, as applicable.
3.5 3.4 The Relevant Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 3.3 in a timely manner.
3.6 3.5 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.4, following receipt of a faxed an electronic copy (via e-mail) of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4clause 3.2, following receipt of a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1Principal Paying Agent or, as the case may be, the Agent Registrar will on behalf of the Issuer relevant Issuer:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Bearer Global Note will initially represent or (in the Tranche case of Notes:
the Registrar) (aif so specified in the applicable Final Terms) prepare a Temporary Regulation S Global Note and/or a Rule 144A Global Note, by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate (or procure the Temporary authentication of) the relevant Global NoteNotes;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Registrar) deliver: in the case of Registered Global Notes, the Registered Global Notes to a custodian for DTC against receipt from DTC of confirmation that (i) in the case of Registered Notes issued on a non-syndicated basis, that Registered Notes represented by the Registered Global Notes have been credited to the relevant Dealer’s participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (ii) in the case of Registered Notes issued on a syndicated basis, that Registered Notes represented by the Registered Global Note are held to the relevant Issuer’s order;
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(ef) (in the case of the Principal Paying Agent) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 3.2 For the purpose of subclause clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note Notes is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons (which, in the case of ENEL S.A., shall be any two members of the board of directors of ENEL S.A. which are in office on the date on which the relevant Notes are issued) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.23.1(a) and clause 4;
(b) a master Permanent Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons (which, in the case of ENEL S.A., shall be any two members of the board of directors of ENEL S.A. which are in office on the date on which the relevant Notes are issued) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent Registrar for the purpose of preparing Permanent Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.3 and clause 43.1(a); and
(c) signed copies of the applicable Final Terms.
3.5 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and the Registrar, as the case may be, receives copies of each document specified in subclause 3.4 3.3 in a timely manner.
3.6 3.5 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.43.2 below, following receipt of a faxed an e-mailed copy of the applicable Final Terms signed by the IssuerBank, the Issuer Bank hereby authorises the Fiscal Agent and the Registrars, and the Fiscal Agent agreesand the Registrars hereby agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1Fiscal Agent or, as the case may be, the Agent will Registrars will, inter alia, on behalf of the Issuer Bank:
(a) in the case of the Fiscal Agent, prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Global Note will initially represent and/or (in the Tranche case of Notes:
the Registrars) (aif so specified in the Final Terms) prepare a Temporary Regulation S Global Note and/or a Rule 144A Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate (or procure the Temporary authentication of) such Global Note;
(c) in the case of the Fiscal Agent, deliver the such Temporary Global Note and/or Permanent Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a an Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) in the case of the Registrars, either (i) deliver such Registered Global Notes to a custodian for DTC or (ii) deliver such Registered Global Notes to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same;
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes codes, ISINs, FISNs and ISINsCFI codes) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period in respect of the TranchePeriod; and
(ef) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal nominal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf 3.2 Each of the Issuer Fiscal Agent and the Registrars shall only be required to perform its obligations under subclause 3.1 above if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issueit holds, as applicable:
(a) in the case of the first Tranche of any Series of NotesFiscal Agent, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note and/or a master Permanent Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the IssuerBank, which may be used by the Fiscal Agent for the purpose of preparing Temporary Global Notes and Permanent Global Notes, respectively, in accordance with subclause 3.2;3.1(a) and clause 4; or
(b) in the case of the Registrars, a master Permanent Regulation S Global Note and/or a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the IssuerBank, which may be used by the Agent Registrars for the purpose of preparing Permanent Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.3 and clause 43.1(a); and
(c) , in either case, a signed copies copy of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 3.3 Where the Fiscal Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Fiscal Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4sub-clause 3.5 below, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer hereby authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent agreesand the Registrar hereby agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1sub-clause 3.1 above, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a an Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose purposes of subclause sub-clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a an Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule Schedule
(f) to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(fg) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of sub-clause 3.1 the Registrar will, on behalf of the Issuer if specified in the applicable Final Terms that Registered Notes will represent the Notes on issue:
(a) prepare a Regulation S Global Note, by attaching a copy of the applicable Final Terms to a copy of the signed master Global Note;
(b) authenticate (or procure the authentication of) such Global Note;
(c) deliver in the case of Registered Global Notes, such Registered Global Notes to a common depositary or common safekeeper, as the case may be, for Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary or common safekeeper of confirmation that it is holding the Registered Global Notes in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear and/or Clearstream, Luxembourg unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Registered Notes issued on a non-syndicated basis, to credit the Registered Notes represented by such Registered Global Notes to the relevant Dealer’s participant account and (B) in the case of Registered Notes issued on a syndicated basis, to hold the Registered Notes represented by such Registered Global Note to the Issuer’s order;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with sub-clauses 3.2 and 3.3; and
(b) a master Regulation S Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Temporary Regulation S Global Notes Notes, in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and sub-clause 4; and
(c) signed copies of the applicable Final Terms3.4.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg Clearstream and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Clearstream and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; andand
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.subclause
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;; and
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4subclause 3.6; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Fiscal Agent and the Fiscal Agent agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Fiscal Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg Clearstream and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Fiscal Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Clearstream and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg Clearstream to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Fiscal Agent shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Fiscal Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Fiscal Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Fiscal Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Fiscal Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.5, following receipt of a faxed copy of the applicable Final Terms (by facsimile or electronic communication) signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg Luxembourg; and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the sameLuxembourg;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, and make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Seriesamount; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, CFIs, FISNs, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 Where the Agent delivers 3.7 The parties to this Agreement acknowledge that any authenticated Temporary Bearer Global Note, Permanent Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the or Registered Global Note retained by it following its receipt of confirmation from (as the common safekeeper that the relevant Global Note has been effectuatedcase may be) may be signed, authenticated and stored electronically.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms a Pricing Supplement signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms Pricing Supplement that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that it is holding the Temporary Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Temporary Global Note which is to the Agent's distribution account and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the common safekeeper Notes represented by the Temporary Global Note to effectuate the same;Issuer's order; and
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms Pricing Supplement that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for of Euroclear and/or Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that such common depositary is holding the Permanent Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Global Note which is to the Agent's distribution account and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the common safekeeper Notes represented by the Permanent Global Note to effectuate the sameIssuer's order;
(d) if in any other case attach a copy of the applicable Pricing Supplement to the Permanent Global Note is a NGN, applicable to the relevant Series and instruct Euroclear and or Clearstream, Luxembourg to make or both of them (as the appropriate entries case may be) unless otherwise agreed in their records to reflect writing between the initial outstanding aggregate principal amount of Agent and the relevant Tranche of Notes;
Issuer (ei) in the case of Notes issued on a subsequent Tranche non-syndicated basis, to credit the Notes the subject of any Series of Notes deliver the applicable Final Terms Pricing Supplement to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, Agent's distribution account and (ii) in the case where of Notes issued on a syndicated basis, to hold the Permanent Global Note is a CGN, make all appropriate entries on Notes the relevant Schedule subject of the applicable Pricing Supplement to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant SeriesIssuer's order; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 subclause 3.1 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;; and
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Agent agrees, to will take the steps required of the Principal Paying Agent in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1, the Principal Paying Agent will is hereby authorised on behalf of the Issuer Issuer:
(a) to prepare and complete a Temporary Global Note or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by by, inter alia, attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) to authenticate the Temporary such Bearer Global Note;
(c) to deliver the Temporary such Bearer Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;; and
(d) ensure to ensure, if the issue is subject to TEFRA D selling restrictions, that the Notes of each subsequent Tranche of a Series are assignedinitially assigned an ISIN and a common code by Euroclear and Clearstream, as applicable, security numbers (including, but not limited to, common codes and ISINs) Luxembourg which are different from the security numbers ISIN and common code assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the TrancheSeries; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Luxembourg; and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) in the case of the first Tranche of any Series of Notes, if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, and in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 Subject to subclause 3.4 and in respect of a Registered Tranche (other than a Registered Series comprising Registered 4(2) Notes), following receipt of a Final Terms signed by the Issuer, the Registrar (or its agent on its behalf) shall, where master Registered Global Notes are to be used, complete a Regulation S Global Note representing Registered Notes initially sold in an offshore transaction within the meaning of Regulation S under the Securities Act and/or a Restricted Global Note representing Notes initially resold pursuant to, and in reliance on, Rule 144A under the Securities Act, which (in the case of the Restricted Global Note) shall bear, subject as otherwise provided herein, the Legend set forth in the form set out in Part III of Schedule 2 to the Trust Deed. Such Registered Global Notes shall be issued together in an aggregate nominal amount equal to the nominal amount of that Tranche. The Registered Global Notes shall be registered in the name of a nominee of DTC, in the case of the Regulation S Global Notes for the account of Euroclear and Clearstream, Luxembourg. The Registrar shall authenticate or cause to be authenticated the Registered Global Note(s) and cause it or them to be delivered to a custodian for DTC. In addition, the Registrar shall comply with all provisions of the Procedures Memorandum expressed to apply to it.
3.4 Subject to subclause 3.5 and in respect of a Registered Series comprising Registered 4(2) Notes, following receipt of a Final Terms signed by the Issuer, the Registrar (or its agent on its behalf) shall, where master Definitive Registered Notes are to be used, complete master Definitive Registered Note(s) in the appropriate denomination and authenticate the same by manual signature (or arrange for the same to be authenticated on its behalf) and deliver such Definitive Registered Notes to the applicable Dealer or its designee for the benefit of the purchaser of such Notes against delivery by each Dealer of a receipt therefor or, if so instructed and upon confirmation from the Issuer that proper payment by the purchaser has been made, deliver such Definitive Registered Notes directly to the Issuer or its designee for the benefit of the purchaser of such Definitive Registered Notes against delivery of a receipt therefor. Notwithstanding the foregoing, if the Registrar is so instructed otherwise by the Issuer, delivery of such Definitive Registered Notes may be made before actual receipt of payment in accordance with the custom prevailing in the market.
3.5 The Principal Paying Agent or the Registrar, as the case may be, shall only be required to perform its obligations under this clause 3 subclauses 3.1, 3.2, 3.3 and 3.4 if it holds:
(a) holds a master Temporary Global Note, a master Permanent Global Note, a master Regulation S Global Note, a master Restricted Global Note or a master Definitive Registered Note, as applicable, in each case duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent or the Registrar, as the case may be, for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent the relevant Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsDefinitive Registered Note.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
3.8 The Principal Paying Agent or the Registrar, as the case may be, will provide Euroclear and/or Clearstream, Luxembourg and/or DTC with the notifications, instructions or other information to be given by the Principal Paying Agent or the Registrar, as the case may be, to Euroclear and/or Clearstream, Luxembourg and/or DTC in accordance with, and at the times provided in, the respective rules, regulations and operating procedures of such systems.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.5, following receipt of a faxed copy of the applicable Final Terms by fax or other means of electronic communication signed by the Issuer, the Issuer authorises the Fiscal Agent and the Registrar and each of the Fiscal Agent agreesand the Registrar agree, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Fiscal Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global NoteNote (either manually or electronically);
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes codes, ISINs, FISN and ISINsCFI codes) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Fiscal Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global NoteNote (either manually or electronically);
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Luxembourg; and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes Notes, deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes codes, ISINs, FISN and ISINsCFI codes) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of subclause 3.1, the Fiscal Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Regulation S Global Note and/or a Rule 144A Global Note and/or an IAI Global Note will represent the Notes on issue and/or that the Notes are to be issued in the form of Definitive Registered Notes:
(a) (in the case of the Registrar) prepare a Regulation S Global Note and/or a Rule 144A Global Note and/or an IAI Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note and/or Definitive IAI Registered Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) (either manually or electronically) the relevant Registered Global Note and/or Definitive IAI Registered Notes and/or Definitive Registered Notes;
(c) (in the case of the Registrar) in the case of the first Tranche of any Series of Notes, deliver:
(i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same and
(ii) in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC.
(iii) in the case of Definitive Registered Notes, the Notes to or to the order of the relevant Dealer or Direct Investor (as the case may be);
(d) (in the case of the Registrar) in the case of a subsequent Tranche of any Series of Notes, deliver:
(i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary (or common safekeeper, as the case may be) for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, instruct the common safekeeper to effectuate the same;
(ii) in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC;
(iii) in the case of Definitive Registered Notes, the Notes to or to the order of the relevant Dealer or any Direct Investor (as the case may be); and
(e) (in the case of the Fiscal Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, CUSIP numbers, CINS numbers, common codes, ISINs, FISN and CFI codes) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Fiscal Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Fiscal Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Fiscal Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Regulation S Global Note, a master Rule 144A Global Note and a master IAI Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes, Rule 144A Global Notes and IAI Global Notes, respectively, in accordance with subclause 3.4;
(d) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 3.4; and
(ce) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Fiscal Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 3.7 Where the Fiscal Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the IssuerRelevant Issuer and each Guarantor, the Relevant Issuer and each Guarantor authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Relevant Issuer and each Guarantor if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Relevant Issuer and each Guarantor if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-Eurosystem- eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes Notes, deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsTerms on behalf of the Relevant Issuer and each Guarantor.
3.5 The Each Issuer and each Guarantor undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Agent agrees, to will take the steps required of the Principal Paying Agent in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1, the Principal Paying Agent will is hereby authorised on behalf of the Issuer Issuer:
(a) to prepare and complete a Temporary Global Note or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by by, inter alia, attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) to authenticate the Temporary such Bearer Global Note;
(c) to deliver the Temporary such Bearer Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;; and
(d) ensure to ensure, if the issue is subject to TEFRA D selling restrictions, that the Notes of each subsequent Tranche of a Series are assignedinitially assigned an ISIN and a common code by Euroclear and Clearstream, as applicable, security numbers (including, but not limited to, common codes and ISINs) Luxembourg which are different from the security numbers ISIN and common code assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the TrancheSeries; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Luxembourg; and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) in the case of the first Tranche of any Series of Notes, if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, and in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 Subject to subclause 3.4 and in respect of a Registered Tranche (other than a Registered Series comprising Registered 4(2) Notes), following receipt of a Final Terms signed by the Issuer, the Registrar (or its agent on its behalf) shall, where master Registered Global Notes are to be used, complete a Regulation S Global Note representing Registered Notes initially sold in an offshore transaction within the meaning of Regulation S under the Securities Act and/or a Restricted Global Note representing Notes initially resold pursuant to, and in reliance on, Rule 144A under the Securities Act, which (in the case of the Restricted Global Note) shall bear, subject as otherwise provided herein, the Legend set forth in the form set out in Part III of Schedule 2 to the Trust Deed. Such Registered Global Notes shall be issued together in an aggregate nominal amount equal to the nominal amount of that Tranche. The Registered Global Notes shall be registered in the name of a nominee of DTC, in the case of the Regulation S Global Notes for the account of Euroclear and Clearstream, Luxembourg. The Registrar shall authenticate or cause to be authenticated the Registered Global Note(s) and cause it or them to be delivered to a custodian for DTC. In addition, the Registrar shall comply with all provisions of the Procedures Memorandum expressed to apply to it.
3.4 Subject to subclause 3.5 and in respect of a Registered Series comprising Registered 4(2) Notes, following receipt of a Final Terms signed by the Issuer, the Registrar (or its agent on its behalf) shall, where master Definitive Registered Notes are to be used, complete master Definitive Registered Note(s) in the appropriate denomination and authenticate the same by manual signature (or arrange for the same to be authenticated on its behalf) and deliver such Definitive Registered Notes to the applicable Dealer or its designee for the benefit of the purchaser of such Notes against delivery by each Dealer of a receipt therefor or, if so instructed and upon confirmation from the Issuer that proper payment by the purchaser has been made, deliver such Definitive Registered Notes directly to the Issuer or its designee for the benefit of the purchaser of such Definitive Registered Notes against delivery of a receipt therefor. Notwithstanding the foregoing, if the Registrar is so instructed otherwise by the Issuer, delivery of such Definitive Registered Notes may be made before actual receipt of payment in accordance with the custom prevailing in the market.
3.5 The Principal Paying Agent or the Registrar, as the case may be, shall only be required to perform its obligations under this clause 3 subclauses 3.1, 3.2, 3.3 and 3.4 if it holds:
(a) holds a master Temporary Global Note, a master Permanent Global Note, a master Regulation S Global Note, a master Restricted Global Note or a master Definitive Registered Note, as applicable, in each case duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent or the Registrar, as the case may be, for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent the relevant Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsDefinitive Registered Note.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
3.8 The Principal Paying Agent or the Registrar, as the case may be, will provide Euroclear and/or Clearstream, Luxembourg and/or DTC with the notifications, instructions or other information to be given by the Principal Paying Agent or the Registrar, as the case may be, to Euroclear and/or Clearstream, Luxembourg and/or DTC in accordance with, and at the times provided in, the respective rules, regulations and operating procedures of such systems.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Principal Paying Agent agrees, to take the steps required of the Agent it in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.4 The Principal Paying Agent shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsTerms and of the Further Information on the Issuer.
3.5 The Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Principal Paying Agent agrees, to take the steps required of the Agent it in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;Euroclear
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.4 The Principal Paying Agent shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.Final
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause sub-clause 3.4, following receipt by email of a faxed an electronic copy of the applicable Final Terms signed by the Issuer, together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause sub-clause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note;
(b) authenticate manually if such note is a CGN or in facsimile if the note is a NGN, the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause sub-clause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate manually if such note is a CGN or in facsimile if the note is a NGN, the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause Clause 3 if it holds:holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2sub-clause 3.2 and Clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause sub-clause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final TermsTerms and the Further Information on the Issuer.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause sub- clause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.4Subclause 3.4 below, following receipt of a faxed copy of the applicable Final Terms signed by the IssuerRelevant Issuer and (in the case of Guaranteed Notes) the Guarantor, the Relevant Issuer hereby authorises the Agent and the Agent hereby agrees, to take the steps required of the Agent in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause Subclause 3.1, the Agent will will, inter alia, on behalf of the Relevant Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the such Temporary Global Note;
(c) deliver the such Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period in respect of the such Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause Subclause 3.1, the Agent will will, inter alia, on behalf of the Relevant Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the such Permanent Global Note;Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the such Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the applicable Distribution Compliance Period in respect of the Tranche.such Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 Subclause 3.1 above if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause Subclause 3.2;; and
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause Subclause 3.3 above and clause 4Clause 4 below; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer Each of the Issuers and the Guarantor (in the case of Guaranteed Notes) undertakes to ensure that the Agent receives copies of each document specified in subclause Subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Clause 3.3, following receipt of a faxed or e-mailed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause Clause 3.1, the Agent Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Regulation S Global Note and/or a Rule 144A Global Note will initially represent the Tranche of NotesNotes on issue:
(a) prepare a Temporary Regulation S Global Note and/or a Rule 144A Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Temporary Global Note;
(b) authenticate (or procure the Temporary authentication of) the relevant Global Note;
(c) deliver in the Temporary case of the first Tranche of any Series of Notes, deliver:
(i) in the case of a Global Note registered in the name of a nominee for a common depositary for Euroclear and/or Clearstream, Luxembourg, the Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and and/or Clearstream, Luxembourg Luxembourg; and,
(ii) in the case of a Temporary Global Note which is registered in the name of a Eurosystem-eligible NGNnominee for DTC, the Global Note to instruct the common safekeeper to effectuate the samea custodian for DTC;
(d) in the case of a subsequent Tranche of any Series of Notes, deliver:
(i) in the case of a Global Note registered in the name of a nominee for a common depositary for Euroclear and/or Clearstream, Luxembourg, the Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg; and
(ii) in the case of a Global Note registered in the name of a nominee for DTC, the Global Note to a custodian for DTC; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (includingincluding (as applicable), but not limited to, CUSIP numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 if it holds:holds (as applicable):
(a) a master Temporary Regulation S Global Note and/or a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Temporary Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause Clause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(cb) signed copies of the applicable Final Terms.
3.5 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar (as applicable) receives copies of each document specified in subclause 3.4 Clause 3.3 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Clause 3.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agrees, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that it is holding the Temporary Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Temporary Bearer Global Note which is to the Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the common safekeeper Notes represented by the Temporary Bearer Global Note to effectuate the same;Issuer's order; and
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and international securities identification numbers ("ISINs")) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for of Euroclear and/or Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a non- syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note which is to the Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the common safekeeper Notes represented by the Permanent Bearer Global Note to effectuate the sameIssuer's order;
(d) if the Permanent Global Note is in any other case attach a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount copy of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or common safekeeperClearstream, Luxembourg or both of them (as the case may be, for attachment to ) unless otherwise agreed in writing between the Permanent Global Note and, Principal Paying Agent and the Issuer: (i) in the case where of Notes issued on a non-syndicated basis, to credit the Permanent Global Note is a CGN, make all appropriate entries on Notes the relevant Schedule subject of the applicable Final Terms to the Permanent Global Note to reflect the increase in its nominal amount or, Principal Paying Agent's distribution account; and (ii) in the case where of Notes issued on a syndicated basis, to hold the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make Notes the appropriate entries in their records to reflect the increased outstanding aggregate principal amount subject of the relevant Seriesapplicable Final Terms to the Issuer's order; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purposes of Clause 3.1, the Registrar will on behalf of the Issuer:
(a) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Registered Global Note;
(b) authenticate the Registered Global Note;
(c) deliver the Registered Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer: (i) in the case of Notes issued on a, non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's account; and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order; and
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 and Clause 4 if it holds:
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.2;this Clause 3 and Clause 4; and
(b) a master Permanent Registered Global Note Note, duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Permanent Registered Global Notes in accordance with subclause 3.3 this Clause 3 and clause Clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause sub-clause 3.4, following receipt of a faxed an emailed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and the Guarantor (where the relevant Issuer is TI Finance), the relevant Issuer authorises the Principal Paying Agent and the Principal Paying Agent agrees, to take the steps required of the Agent to be taken by it in the Procedures Memorandum.
3.2 For the purpose of subclause sub-clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global NoteNote in accordance with the provisions of the Trust Deed;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause sub-clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global NoteNote in accordance with the provisions of the Trust Deed;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a an NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Principal Paying Agent shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2sub- clause 3.2 and clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Global Notes in accordance with subclause sub- clause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The relevant Issuer undertakes and the Guarantor (where the relevant Issuer is TI Finance) undertake to ensure that the Principal Paying Agent receives copies of each document specified in subclause sub-clause 3.4 in a timely manner.
3.6 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.2 below, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer hereby authorises the Agent and the Agent agrees, xxxxxx agrees to take the steps required of the Agent in the Procedures Memorandum.
3.2 . For the this purpose of subclause 3.1, the Agent will will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of NotesIssuer:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary or (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if so specified in the applicable Final Terms that Terms) a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notesby, prepare a Permanent Global Note by inter alia, attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent such Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent such Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series;
(e) if the Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and
(f) ensure that the Notes of each Tranche are assignedassigned a common code and ISIN by Euroclear and Clearstream, as applicable, security numbers (including, but not limited to, common codes and ISINs) Luxembourg which are different from the security numbers common code and ISIN assigned to the Notes of any other Tranche of the same Series until at least 40 days after the expiry completion of the Distribution Compliance Period in respect distribution of the TrancheNotes of such Tranche as notified by the Agent to the relevant Dealer.
3.4 3.2 The Agent shall only be required to perform its obligations under this clause 3 subclause 3.1 above if it holds:
(a) holds a master Temporary Global Note and a master Permanent Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary a Global Notes Note in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer3.1(a), which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 3.3 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 3.2 in a timely manner.
3.6 3.4 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.4Clause 3.5, following receipt of a faxed an electronic copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agrees, to take the steps required of the Agent them in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that it is holding the Temporary Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Temporary Bearer Global Note which is to the Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the common safekeeper Notes represented by the Temporary Bearer Global Note to effectuate the same;Issuer's order; and
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and international securities identification numbers ("ISINs")) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for of Euroclear and/or Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a non- syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note which is to the Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the common safekeeper Notes represented by the Permanent Bearer Global Note to effectuate the sameIssuer's order;
(d) if the Permanent Global Note is in any other case attach a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount copy of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or common safekeeperClearstream, Luxembourg or both of them (as the case may be, for attachment to ) unless otherwise agreed in writing between the Permanent Global Note and, Principal Paying Agent and the Issuer: (i) in the case where of Notes issued on a non-syndicated basis, to credit the Permanent Global Note is a CGN, make all appropriate entries on Notes the relevant Schedule subject of the applicable Final Terms to the Permanent Global Note to reflect the increase in its nominal amount or, Principal Paying Agent's distribution account; and (ii) in the case where of Notes issued on a syndicated basis, to hold the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make Notes the appropriate entries in their records to reflect the increased outstanding aggregate principal amount subject of the relevant Seriesapplicable Final Terms to the Issuer's order; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purposes of Clause 3.1, the Registrar will on behalf of the Issuer:
(a) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Registered Global Note;
(b) authenticate the Registered Global Note;
(c) deliver the Registered Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer: (i) in the case of Notes issued on a, non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's account; and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order; and
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 and Clause 4 if it holds:holds:
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.2;this Clause 3 and Clause 4; and
(b) a master Permanent Registered Global Note Note, duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Permanent Registered Global Notes in accordance with subclause 3.3 this Clause 3 and clause Clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4sub-clause 3.5 below, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar are authorised by the Issuer and the Principal Paying Agent agreesand the Registrar hereby agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1sub-clause 3.1 above, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a an Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose purposes of subclause sub-clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a an Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule Schedule;
(f) to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(fg) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of sub-clause 3.1 the Registrar will, on behalf of the Issuer if specified in the applicable Final Terms that Registered Notes will represent the Notes on issue:
(a) prepare a Regulation S Global Note, by attaching a copy of the applicable Final Terms to a copy of the signed master Global Note;
(b) authenticate (or procure the authentication of) such Global Note;
(c) deliver in the case of Registered Global Notes, such Registered Global Notes to a common depositary or common safekeeper, as the case may be, for Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary or common safekeeper of confirmation that it is holding the Registered Global Notes in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear and/or Clearstream, Luxembourg unless otherwise agreed in writing between the Registrar and the Issuer (A) in the case of Registered Notes issued on a non-syndicated basis, to credit the Registered Notes represented by such Registered Global Notes to the relevant Dealer’s participant account and (B) in the case of Registered Notes issued on a syndicated basis, to hold the Registered Notes represented by such Registered Global Note to the Issuer’s order;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with sub-clauses 3.2 and 3.3; and
(b) a master Regulation S Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Temporary Regulation S Global Notes Notes, in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and sub-clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner3.4.
3.6 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Samples: Second Supplemental Agency Agreement (PT Portugal, SGPS, S.A.)
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Clause 3.2, following receipt of a faxed or e-mailed copy of the applicable Final Terms signed by the IssuerIssuer and the Guarantor, the Issuer authorises the Principal Paying Agent and the Registrars, and the Principal Paying Agent agreesand the Registrars agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1Principal Paying Agent or, as the case may be, the Agent Registrars will on behalf of the Issuer if Issuer:
3.1.1.1 (in the case of the Principal Paying Agent) prepare either a Temporary Bearer Global Note and/or a Permanent Bearer Global Note (as specified in the applicable Final Terms that Terms); or
3.1.1.2 (in the case of the Registrar) prepare either a Temporary Regulation S Global Note will initially represent the Tranche of Notes:
(a) prepare and/or a Temporary Rule 144A Global Note and/or Definitive IAI Registered Notes (as specified in the applicable Final Terms), by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global NoteNote or Definitive IAI Registered Note (as applicable);
3.1.2 in the case of the first Tranche of any Series of Notes authenticate (bor procure the authentication of) authenticate the Temporary relevant Global NoteNotes and/or Definitive IAI Registered Notes;
3.1.3 (cin the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for of Euroclear and Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that it is holding the relevant Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a Temporary non-syndicated basis, to credit the Notes represented by the Global Note which is to the Principal Paying Agent’s distribution account; and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the Notes represented by the Global Note to the Issuer’s order;
3.1.4 (in the case of the Registrar) deliver:
3.1.4.1 (in the case of the Non-U.S. Registrar) the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and/or Clearstream, Luxembourg, the Registered Global Note to the specified common depositary of Euroclear and Clearstream, Luxembourg against receipt from the common safekeeper depositary of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Non- U.S. Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to effectuate credit the sameNotes represented by the Registered Global Note to the Non-U.S. Registrar’s distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer’s order;
3.1.4.2 (din the case of the U.S. Registrar) the Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC against receipt from DTC of confirmation that (i) in the case of Registered Notes issued on a non-syndicated basis, that Notes represented by the Registered Global Note have been credited to the relevant Dealer’s participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (ii) in the case of Notes issued on a syndicated basis, that Notes represented by the Registered Global Note are held to the Issuer’s order;
3.1.4.3 (in the case of the U.S. Registrar) any Definitive IAI Registered Notes to or to the order of the relevant Dealer; and
3.1.5 ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, including (as applicable) but not limited to, CUSIP numbers, CINS numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The 3.2 Each of the Principal Paying Agent and the relevant Registrar shall only be required to perform its obligations under this clause 3 Clause 3.1 if it holds:holds (as applicable):
(a) 3.2.1 a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with Clause 3.1.1 and Clause 4 (Exchange of Global Notes);
3.2.2 a master Regulation S Global Note and/or a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrars for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with Clause 3.1.1;
3.2.3 a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent U.S. Registrar for the purpose of preparing Temporary Global Definitive IAI Registered Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4Clause 3.1.1; and
(c) 3.2.4 signed copies of the applicable Final Terms.
3.5 The 3.3 Each of the Issuer and the Guarantor undertakes to ensure that the Principal Paying Agent and/or the relevant Registrar receives copies of each document specified in subclause 3.4 Clause 3.2 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Not Specified in the Provided Text
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Clause 3.3, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause Clause 3.1, , the Agent will (or its agent on its behalf) shall on behalf of Issuer authenticate any Global Note. Following authentication of any Global Note, the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of NotesAgent shall:
(a) in the case of the first Tranche of Notes deliver the Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg (which in the case of an NGN Temporary Global Note or an NGN Permanent Global Note shall be a specified Common Safekeeper) or to the relevant depositary for such other clearing system as shall have been agreed between the Issuer and the Agent and in the case of a Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same;
(b) in the case of any Tranche of any Series of Notes, prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(ed) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 The Agent shall on behalf and the expense of the Issuer deliver a copy of the Final Terms in relation to the relevant Tranche to the CSSF and, where the relevant Notes are to be admitted to trading on the Luxembourg Stock Exchange, deliver a copy of the Final Terms in relation to the relevant Tranche to the Luxembourg Stock Exchange as soon as practicable but in any event not later than 12 (noon) (Luxembourg time) on the day which is one Luxembourg business day prior to the proposed issue date therefor.
3.4 The Agent shall only be required to perform its obligations under this clause Clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2Clause 3.2 and Clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause Clause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause Clause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.4 of this clause, following receipt of a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer authorises the Agent and the Agent agrees, agrees to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notesrelevant Issuer:
(a) prepare a Temporary Global Note (in accordance with the form set out in Part A of Schedule 4 to the Trust Deed) by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg Luxembourg; and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issuerelevant Issuer:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note (in accordance with the form set out in Part B of Schedule 4 to the Trust Deed) by attaching a copy of the applicable Final Terms to a copy of the signed master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Luxembourg; and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, and make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Trancheamount.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement (Westfield America Management LTD)
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.43.5, following receipt of a faxed copy of the applicable Final Terms (by facsimile or electronic communication) signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent it in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;Luxembourg; and
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Tranche.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the sameLuxembourg;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, and make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Seriesamount; and
(fe) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.Tranche.
3.4 The For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, CFIs, FISNs, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.2;3.2 and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 Where the Agent delivers 3.7 The parties to this Agreement acknowledge that any authenticated Temporary Bearer Global Note, Permanent Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the or Registered Global Note retained by it following its receipt of confirmation from (as the common safekeeper that the relevant Global Note has been effectuated.case may be) may be signed, authenticated and stored electronically.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and and, the Principal Paying Agent agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal principal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Principal Paying Agent shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed or scanned pdf-format copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) Note and deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN);
(c) or deliver the Temporary Global Note to the specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding Outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global NoteNote and deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN);
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding Outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding Outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuerrelevant Issuer and, where the relevant Issuer is Piraeus PLC, the Guarantor, the relevant Issuer hereby authorises the Agent and the Agent agrees, hereby agrees to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will will, inter alia, on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the such Temporary Global Note;
(c) deliver the such Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper safe keeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;; and
(d) ensure that the Notes of each Tranche are assignedassigned a common code and ISIN by Euroclear and Clearstream, as applicable, security numbers (including, but not limited to, common codes and ISINs) Luxembourg which are different from the security numbers common code and ISIN assigned to Notes of any other Tranche of the same Series until at least expiry 40 days after the completion of the Distribution Compliance Period in respect distribution of the TrancheNotes of such Tranche as notified by the Agent to the relevant Dealer; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, NGN instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 subclause 3.1 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;; and
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause Clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Each Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Fiscal Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Clause 3.5, following receipt by fax, or e-mail of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar, and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period Notes represented by interests in respect of a Temporary Bearer Global Note are exchanged for Notes represented by an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes, as the Tranchecase may be; and
(ed) if deliver the Temporary Bearer Global Note is a NGN, instruct to the specified common depositary for Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of NotesLuxembourg.
3.3 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Luxembourg; and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, and make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount amount.
3.4 For the purpose of Clause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Regulation S Global Note and/or a Rule 144A Global Note will represent the Notes on issue:
(a) (in the case where of the Permanent Registrar) prepare a Regulation S Global Note is and/or prepare a NGN, instruct Rule 144A Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note; and
(c) (in the case of the Registrar) deliver:
(i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg Luxembourg, the Registered Global Note to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Seriesspecified common depositary for Euroclear and Clearstream, Luxembourg; and
(fii) ensure that in the Notes case of each Tranche are assigneda Registered Global Note registered in the name of a nominee for DTC, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned Registered Global Note to the Notes of any other Tranche a custodian for DTC.
3.5 Each of the same Series until at least Principal Paying Agent and the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent Registrar shall only be required to perform its obligations under this clause Clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.2Clause 3.2 and Clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause Clause 3.3 and clause Clause 4;
(c) a master Regulation S Global Note and a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with Clause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 Clause 3.5 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.43.5, following receipt of a faxed scanned copy of the applicable Final Terms signed by the Issuerrelevant Issuer and the Guarantor (if applicable), the relevant Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of the Agent it in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Note in accordance with subclause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 The 3.6 Each of the relevant Issuer and the Guarantor (if applicable) undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.43.5, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of the Agent it in the Procedures MemorandumProgramme Manual.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, FISNs, CFIs, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, FISNs, CFIs, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the Registrar) deliver, in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and
(d) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Bearer Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing the Registered Global Note in accordance with subclause 3.4; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4sub-clause 3.2, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1Principal Paying Agent or, as the case may be, the Agent Registrar will on behalf of the Issuer Issuer:
(a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Bearer Global Note will initially represent or (in the Tranche case of the Registrar) (if so specified in the applicable Final Terms) one or more Registered Global Notes:
(a) prepare a Temporary Global Note , by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) in the case of the first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the Temporary authentication of) the relevant Global NoteNotes;
(c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg andagainst receipt from the common depositary of confirmation that it is holding the relevant Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a Temporary non-syndicated basis, to credit the Notes represented by the Global Note which is to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a Eurosystem-eligible NGNsyndicated basis, to instruct hold the common safekeeper Notes represented by the Global Note to effectuate the sameIssuer's order;
(d) (in the case of the Registrar) deliver any Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry Series.
3.2 Each of the Distribution Compliance Period in respect of Principal Paying Agent and the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent Registrar shall only be required to perform its obligations under this sub-clause 3 3.1 if it holds:
holds (aas applicable) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note and a master Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.2;
(bsub-clause 3.1(a) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 3.3 The Issuer undertakes to ensure parties hereto acknowledge that the Agent receives copies of each document specified in subclause 3.4 in a timely mannerGlobal Notes may be signed, authenticated and stored electronically.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 (1) Subject to subclause 3.4(4), following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 (2) For the purpose of subclause 3.1(1), the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate (or procure the authentication of) the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 (3) For the purpose of subclause 3.1(1), the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate (or procure the authentication of) the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes Notes, deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 (4) The Agent shall only be required to perform its obligations under this clause 3 subclause (1) if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2(2);
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 (3) and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 (5) The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 (4) in a timely manner.
3.6 (6) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4Clause 3.3, following receipt of a faxed or e-mailed copy of the applicable Final Terms Pricing Supplement signed by the Issuer, the Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause Clause 3.1, the Agent Registrar will on behalf of the Issuer if specified in the applicable Final Terms Pricing Supplement that a Temporary Regulation S Global Note and/or a Rule 144A Global Note will initially represent the Tranche of NotesNotes on issue:
(a) prepare a Temporary Regulation S Global Note and/or a Rule 144A Global Note by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the relevant signed master Temporary Global Note;
(b) authenticate (or procure the Temporary authentication of) the relevant Global Note;
(c) deliver in the Temporary case of the first Tranche of any Series of Notes, deliver:
(i) in the case of a Global Note registered in the name of a nominee for a common depositary for Euroclear and/or Clearstream, Luxembourg, the Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and and/or Clearstream, Luxembourg Luxembourg; and,
(ii) in the case of a Temporary Global Note which is registered in the name of a Eurosystem-eligible NGNnominee for DTC, the Global Note to instruct the common safekeeper to effectuate the samea custodian for DTC;
(d) in the case of a subsequent Tranche of any Series of Notes, deliver:
(i) in the case of a Global Note registered in the name of a nominee for a common depositary for Euroclear and/or Clearstream, Luxembourg, the Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg; and
(ii) in the case of a Global Note registered in the name of a nominee for DTC, the Global Note to a custodian for DTC; and
(e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (includingincluding (as applicable), but not limited to, CUSIP numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 if it holds:holds (as applicable):
(a) a master Temporary Regulation S Global Note and/or a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Temporary Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause Clause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(cb) signed copies of the applicable Final TermsPricing Supplement.
3.5 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar (as applicable) receives copies of each document specified in subclause 3.4 Clause 3.3 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.;
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsTerms and the Further Information on the Issuer.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4clause 3.5, following receipt of a faxed copy of the applicable Final Terms signed by the relevant Issuer, the such Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent agreesand the Registrar agree, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Global Bearer Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Bearer Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global NoteBearer Note ;
(b) authenticate (or procure the authentication of) the Temporary Global Bearer Note;
(c) deliver the Temporary Global Bearer Note to the specified common depositary (if the Temporary Global Bearer Note is a CGN) or specified common safekeeper (if the Temporary Global Bearer Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Bearer Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Bearer Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal nominal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Global Bearer Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Bearer Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Bearer Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Bearer Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Bearer Note to the specified common depositary (if the Permanent Global Bearer Note is a CGN) or specified common safekeeper (if the Permanent Global Bearer Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Bearer Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Bearer Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal nominal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or specified common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal nominal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purpose of clause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue:
(a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note;
(b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note);
(c) (in the case of the Registrar), deliver, the Registered Global Note registered in the name of a nominee to the specified common depositary (if the Registered Global Notes is a CGN) or specified common safekeeper (if the Registered Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Registered Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) (in the case of the Registrar), deliver, the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, and, in the case where the Registered Global Note is a CGN, make all appropriate entries on the relevant schedule to the Registered Global Note to reflect the increase in its nominal amount or, in the case where the Registered Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate nominal amount of the relevant Series; and
(e) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Global Bearer Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Bearer Notes in accordance with clause 3.2 and clause 4;
(b) a master Permanent Global Bearer Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Global Bearer Notes in accordance with clause 3.3 and clause 4;
(c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent Registrar for the purpose of preparing Temporary the Registered Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 43.4; and
(cd) signed copies of the applicable Final Terms.
3.5 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 clause 3.5 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Global Bearer Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Bearer Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Bearer Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES.
3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Agent shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 The Issuer undertakes to ensure that the Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Princ ipal Paying Agent and the Principal Paying Agent agrees, to take the steps required of the Agent it in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note;
(b) authenticate the Temporary Global Note;
(c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may bebe , for attachment to the Permanent Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The Principal Paying Agent shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):
(a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Notes in accordance with subclause 3.23.2 and clause 4;
(b) a master Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsTerms and of the Further Information on the Issuer.
3.5 The Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 in a timely manner.
3.6 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Agent agrees, to will take the steps required of the Principal Paying Agent in the Procedures Memorandum.
3.2 . For this purpose the purpose of subclause 3.1, the Principal Paying Agent will is hereby authorised on behalf of the Issuer Issuer:
(a) to prepare and complete a Temporary Global Note or (if so specified in the applicable Final Terms that Terms) a Temporary Permanent Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Global Note by by, inter alia, attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) to authenticate the Temporary such Bearer Global Note;
(c) to deliver the Temporary such Bearer Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure to ensure, if the issue is subject to TEFRA D selling restrictions, that the Notes of each subsequent Tranche of a Series are assignedinitially assigned an ISIN and a common code by Euroclear and Clearstream, as applicable, security numbers (including, but not limited to, common codes and ISINs) Luxembourg which are different from the security numbers ISIN and common code assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the TrancheSeries; and
(e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg Luxembourg; and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) in the case of the first Tranche of any Series of Notes, if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note and, and in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.3 Subject to subclause 3.4 and in respect of a Registered Tranche (other than a Registered Series comprising Registered 4(2) Notes), following receipt of a Final Terms signed by the Issuer, the Registrar (or its agent on its behalf) shall, where master Registered Global Notes are to be used, complete a Regulation S Global Note representing Registered Notes initially sold in an offshore transaction within the meaning of Regulation S under the Securities Act and/or a Restricted Global Note representing Notes initially resold pursuant to, and in reliance on, Rule 144A under the Securities Act, which (in the case of the Restricted Global Note) shall bear, subject as otherwise provided herein, the Legend set forth in the form set out in Part III of Schedule 2 to the Trust Deed. Such Registered Global Notes shall be issued together in an aggregate nominal amount equal to the nominal amount of that Tranche. The Registered Global Notes shall be registered in the name of a nominee of DTC, in the case of the Regulation S Global Notes for the account of Euroclear and Clearstream, Luxembourg. The Registrar shall authenticate or cause to be authenticated the Registered Global Note(s) and cause it or them to be delivered to a custodian for DTC. In addition, the Registrar shall comply with all provisions of the Procedures Memorandum expressed to apply to it.
3.4 Subject to subclause 3.5 and in respect of a Registered Series comprising Registered 4(2) Notes, following receipt of a Final Terms signed by the Issuer, the Registrar (or its agent on its behalf) shall, where master Definitive Registered Notes are to be used, complete master Definitive Registered Note(s) in the appropriate denomination and authenticate the same by manual signature (or arrange for the same to be authenticated on its behalf) and deliver such Definitive Registered Notes to the applicable Dealer or its designee for the benefit of the purchaser of such Notes against delivery by each Dealer of a receipt therefor or, if so instructed and upon confirmation from the Issuer that proper payment by the purchaser has been made, deliver such Definitive Registered Notes directly to the Issuer or its designee for the benefit of the purchaser of such Definitive Registered Notes against delivery of a receipt therefor. Notwithstanding the foregoing, if the Registrar is so instructed otherwise by the Issuer, delivery of such Definitive Registered Notes may be made before actual receipt of payment in accordance with the custom prevailing in the market.
3.5 The Principal Paying Agent or the Registrar, as the case may be, shall only be required to perform its obligations under this clause 3 subclauses 3.1, 3.2, 3.3 and 3.4 if it holds:
(a) holds a master Temporary Global Note, a master Permanent Global Note, a master Regulation S Global Note, a master Restricted Global Note or a master Definitive Registered Note, as applicable, in each case duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent or the Registrar, as the case may be, for the purpose of preparing Temporary Global Notes in accordance with subclause 3.2;
(b) a master Permanent the relevant Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with subclause 3.3 and clause 4; and
(c) signed copies of the applicable Final TermsDefinitive Registered Note.
3.5 3.6 The Issuer undertakes to ensure that the Principal Paying Agent receives copies of each document specified in subclause 3.4 3.5 in a timely manner.
3.6 3.7 Where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.
3.8 The Principal Paying Agent or the Registrar, as the case may be, will provide Euroclear and/or Clearstream, Luxembourg and/or DTC with the notifications, instructions or other information to be given by the Principal Paying Agent or the Registrar, as the case may be, to Euroclear and/or Clearstream, Luxembourg and/or DTC in accordance with, and at the times provided in, the respective rules, regulations and operating procedures of such systems.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Agent and the Registrar and the Agent agreesand the Registrar agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes:
(a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note;
(b) authenticate the Temporary Bearer Global Note;
(c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and
(e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note;
(b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;
(d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche.
3.4 The For the purposes of subclause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Note will represent the Notes on issue:
(a) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Registered Global Note;
(b) authenticate the Registered Global Note;
(c) deliver the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and/or Clearstream, Luxembourg and in the case of a Registered Global Note which is held under NSS, to instruct the common safekeeper to effectuate the same; and
(d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.5 Each of the Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:
(a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.2this clause 3 and clause 4;
(b) a master Permanent Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent Registrar for the purpose of preparing Permanent Registered Global Notes in accordance with subclause 3.3 this clause 3 and clause 4; and
(c) signed copies of the applicable Final Terms.
3.5 3.6 The Issuer undertakes to ensure that the Agent and the Registrar, as the case may be, receives copies of each document specified in subclause 3.4 clause 3.5 in a timely manner.
3.6 3.7 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note Notes has been effectuated.
Appears in 1 contract
Samples: Agency Agreement
