ISSUE OF GLOBAL NOTES. 3.1 Subject to Clause 3.4, following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the Final Terms signed by the Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the Subscription Agreement, the 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 Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement 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 applicable master Temporary Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4; (b) authenticate such Temporary Global Note; (c) deliver 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 an NGN) of Euroclear and/or Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or common safekeeper, as appropriate, is holding the Temporary Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg; (d) if the Temporary Global Note is a CGN, 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 an issue of Notes not subscribed pursuant to a Subscription Agreement, to credit the Notes represented by such Temporary Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes represented by such Temporary Global Note to the Issuer’s order; (e) if the Temporary Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and (f) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer. 3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue: (a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4; (b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note; (c) in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg; (d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4); (e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; (f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent 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 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 (g) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to the Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer. 3.4 The Agent shall only be required to perform its obligations under Clause 3.1 if it holds: (a) a master Temporary Global Note for Sterling denominated Notes and a master Temporary Global Note for non-Sterling denominated Notes, each duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Temporary Global Note in accordance with Clause 3.2(a); and (b) a master Permanent Global Note for Sterling denominated Notes and a master Permanent Global for non-Sterling denominated Notes, each duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Permanent Global Note in accordance with Clause 4.
Appears in 2 contracts
Samples: Agency Agreement (Pepsico Inc), Agency Agreement (Pepsico Inc)
ISSUE OF GLOBAL NOTES. 3.1
(1) Subject to Clause 3.4subclause (5) below, following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy or emailed copy of the Final Terms signed by the relevant Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the Subscription Agreement, the relevant Issuer hereby authorises the Agent and the Registrar and each of the Agent and the Registrar hereby agrees to take the steps required of the Agent it in the Procedures Memorandum.
3.2 (2) For the purpose of Clause 3.1 subclause 3(1) the Agent will, inter alia, on behalf of the Issuer relevant Issuer, if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Temporary Bearer Global Note will initially represent the Tranche of NotesNotes on issue:
(a) prepare and complete a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the applicable master Temporary Bearer Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4Note;
(b) authenticate such Temporary Bearer Global NoteNote in accordance with the provisions of the Trust Deed;
(c) deliver such 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 an a NGN) of for Euroclear and/or Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same, against receipt from such common depositary (where the Agent is not the specified common depositary) or, as the case may be, the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or or, as the case may be, the common safekeeper, as appropriate, is holding the Temporary Bearer Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, and will 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, relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to a Subscription Agreement, to credit the Notes represented by such Temporary Bearer Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes represented by such Temporary Bearer Global Note to the relevant Issuer’s order;
(d) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of such Tranche as notified by the Agent to the relevant Dealer; and
(e) if the Temporary Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.
(3) For the purpose of subclause 3(1) the Agent will, inter alia, 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) prepare and complete 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) authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust Deed;
(c) in the case of the first Tranche of any Series, deliver such 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 Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same, against receipt from such common depositary (where the Agent is not the specified common depositary) or, as the case may be, the common safekeeper, of confirmation that such common depositary or, as the case may be, the common safekeeper, is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and/or Clearstream, and will instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to a Subscription Agreement, to credit the Notes represented by such Permanent Bearer Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes represented by such Permanent Bearer Global Note to the relevant Issuer’s order;
(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 any other case attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear and/or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the relevant Issuer (i) in the case of an issue of Notes represented by such Permanent Bearer Global Note, to credit the Notes represented by such Permanent Bearer Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes subject to the applicable Final Terms to the relevant Issuer’s order or, in a 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 a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until 40 days after at least the completion expiry of the distribution of the Notes Distribution Compliance Period in respect of such Tranche as notified by the Agent to the relevant Dealer.
3.3 (4) For the purpose of Clause 3.1 subclause 3(1), the Agent willor, inter aliaas the case may be, the Registrar will on behalf of the Issuer relevant Issuer, if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Registered Global Note will initially represent the Notes Note on issue:
(a) (in the case of the first Tranche of any Series of Notes, Registrar) prepare and complete a Permanent Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Permanent Registered Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4Note;
(b) (in the case of the first Tranche of any Series of Notes, Registrar) authenticate such Permanent (or procure the authentication of) the relevant Registered Global Note;
(c) (in the case of the first Tranche of any Series of Notes, Registrar) deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(f) in the case of a subsequent Tranche Registered Global Note registered in the name of any Series of Notes deliver the applicable Final Terms to the specified a nominee for a common depositary or common safekeeper, as the case may be, for attachment to Euroclear and Clearstream, Luxembourg, 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 Registered Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is an NGN, instruct 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 make instruct the appropriate entries in their records common safekeeper to reflect effectuate the increased outstanding aggregate principal amount of the relevant Seriessame; and
(gd) (in the case of the Agent) ensure that the Notes of each Tranche are assigned a assigned, as applicable, security numbers (including (as applicable), but not limited to, common code codes and ISIN by Euroclear and Clearstream, Luxembourg ISINs) which are different from the common code and ISIN security numbers assigned to the Notes of any other Tranche of the same Series until 40 days after at least the completion expiry of the distribution Distribution Compliance Period in respect of the Notes Tranche.
(5) Each of such Tranche as notified by the Agent to and the relevant Dealer.
3.4 The Agent Registrar shall only be required to perform its obligations under this Clause 3.1 3 if it holds:
(a) a master Temporary Bearer Global Note for Sterling denominated Notes in a form from time to time agreed between the relevant Issuer and a master Temporary Global Note for non-Sterling denominated Notes, each the Trustee duly executed by a person or persons authorised to execute the same on behalf of the Issuer, relevant Issuer and which may be used by the Agent for the purpose of preparing a Temporary Bearer Global Note in accordance with subclause 3(2) and Clause 3.2(a); and4 below;
(b) a master Permanent Bearer Global Note for Sterling denominated Notes in a form from time to time agreed between the relevant Issuer and a master Permanent Global for non-Sterling denominated Notes, each the Trustee duly executed by a person or persons authorised to execute the same on behalf of the Issuer, relevant Issuer and which may be used by the Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3(3) and Clause 4 below;
(c) a Permanent 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 Clause 4subclause 3(4); and
(d) signed copies of the applicable Final Terms.
(6) Where the 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 (1) Subject to Clause 3.4subclause (2), following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy authorises each of the Subscription Agreement, the Issuer hereby authorises the Principal Paying Agent and the CMU Lodging and Paying Agent, and each of the Principal Paying Agent hereby agrees 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 Clause 3.1 Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent will, inter alia, will on behalf of the Issuer relevant Issuer:
(a) (in the case of the Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent, as the case may be) prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement 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 applicable signed master Temporary Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4Note;
(b) authenticate such Temporary (or procure the authentication of) the Global NoteNotes;
(c) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) deliver such 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 an a NGN) of Euroclear and/or Clearstream, Luxembourg the specified common safekeeper and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or common safekeeper, as appropriate, is holding the Temporary Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, 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, relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to issued on a Subscription Agreementnon- syndicated basis, to credit the Notes represented by such Temporary the Global Note to the Principal Paying Agent’s 's distribution account, account and (ii) in the case of Notes subscribed pursuant to issued on a Subscription Agreementsyndicated basis, to hold the Notes represented by such Temporary the Global Note to the relevant Issuer’s 's order;
(d) in the case of the CMU Lodging and Paying Agent for CMU Notes, subject to obtaining written authority from the relevant 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 relevant Issuer hereby specifically authorises and in connection with which the relevant 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 relevant Issuer to such account as may be designated by the relevant 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 expiry of the Distribution Compliance Period in respect of the Tranche; and
(f) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) if the Temporary Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and.
(f2) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche Each of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Principal Paying Agent to the relevant Dealer.
3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4;
(b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeperor, 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 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
(g) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to the Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.4 The Agent shall only be required to perform its obligations under Clause 3.1 subclause (1) if it holds:
holds (aas applicable) a master Temporary Global Note for Sterling denominated Notes and a master Temporary Permanent Global Note for non-Sterling denominated NotesNote, 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 or, as applicable, the CMU Lodging and Paying Agent for the purpose of preparing a Temporary Global Note Notes and Permanent Global Notes, respectively, in accordance with Clause 3.2(asubclause (1)(a); and.
(b3) a master Permanent With respect to Notes other than CMU Notes, where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for Sterling denominated Notes effectuation using electronic means, it is authorised and a master Permanent Global for non-Sterling denominated Notes, each duly executed by a person or persons authorised instructed to execute destroy the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Permanent Global Note in accordance with Clause 4retained 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 Clause 3.4subclause (2), following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy authorises each of the Subscription Agreement, the Issuer hereby authorises the Principal Paying Agent and the CMU Lodging and Paying Agent, and each of the Principal Paying Agent hereby agrees 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 Clause 3.1 Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent will, inter alia, will on behalf of the Issuer relevant Issuer:
(a) (in the case of the Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent, as the case may be) prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement 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 applicable signed master Temporary Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4Note;
(b) authenticate such Temporary (or procure the authentication of) the Global NoteNotes;
(c) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) deliver such 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 an a NGN) of Euroclear and/or Clearstream, Luxembourg the specified common safekeeper and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or common safekeeper, as appropriate, is holding the Temporary Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, 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, relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to issued on a Subscription Agreementnon-syndicated basis, to credit the Notes represented by such Temporary the Global Note to the Principal Paying Agent’s 's distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes represented by such Temporary Global Note to the Issuer’s order;
(e) if the Temporary Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; account and
(f) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4;
(b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent 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 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
(g) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to the Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.4 The Agent shall only be required to perform its obligations under Clause 3.1 if it holds:
(a) a master Temporary Global Note for Sterling denominated Notes and a master Temporary Global Note for non-Sterling denominated Notes, each duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Temporary Global Note in accordance with Clause 3.2(a); and
(b) a master Permanent Global Note for Sterling denominated Notes and a master Permanent Global for non-Sterling denominated Notes, each duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Permanent Global Note in accordance with Clause 4.
Appears in 1 contract
Samples: Agency Agreement
ISSUE OF GLOBAL NOTES. 3.1 Subject to Clause 3.4, following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the Final Terms signed by the Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the Subscription Agreement, the 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 Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement 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 applicable master Temporary Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4;
(b) authenticate such Temporary Global Note;
(c) deliver 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 an NGN) of Euroclear and/or Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or common safekeeper, as appropriate, is holding the Temporary Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, 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 an issue of Notes not subscribed pursuant to a Subscription Agreement, to credit the Notes represented by such Temporary Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes represented by such Temporary Global Note to the Issuer’s order;
(e) if the Temporary Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and
(f) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until 40 days after the completion occurrence of (i) the distribution exchange of interests in the Temporary Global Note for interests in the Permanent Global Note or definitive Notes and (ii) certification of such Tranche as notified by the Agent to the relevant Dealernon-U.S. beneficial ownership.
3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4;
(b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent 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 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
(g) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to the Notes of any other Tranche of the same Series until 40 days after the completion expiry of the distribution of the Notes Distribution Compliance Period in respect of such Tranche as notified by the Agent to the relevant DealerTranche.
3.4 The Agent shall only be required to perform its obligations under Clause 3.1 if it holds:
(a) a master Temporary Global Note for Sterling denominated Notes and a master Temporary Global Note for non-Sterling denominated Notes, each duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Temporary Global Note in accordance with Clause 3.2(a); and
(b) a master Permanent Global Note for Sterling denominated Notes and a master Permanent Global for non-Sterling denominated Notes, each duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Permanent Global Note in accordance with Clause 4.
Appears in 1 contract
Samples: Agency Agreement (Pepsico Inc)
ISSUE OF GLOBAL NOTES. 3.1 Unless otherwise agreed, the relevant Issuer will confirm the terms of the proposed issue of Notes to the Principal Paying Agent not later than 5.00 p.m. (London time) four days prior to the relevant Issue Date. Subject to Clause 3.4subclause 3.2 below, following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the applicable Final Terms signed by the Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the Subscription Agreementrelevant Issuer, the relevant Issuer hereby authorises the Principal Paying Agent and the Registrar, and the Principal Paying Agent and the Registrar hereby agrees agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For this purpose the purpose of Clause 3.1 Principal Paying Agent or, as the Agent case may be, the Registrar will, inter alia, 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 or form of Final Terms appearing Terms) a Permanent Bearer Global Note and/or (in the Subscription Agreement that case of the Registrar) (if so specified in the applicable Final Terms) a Temporary Regulation S Global Note will initially represent the Tranche of Notes:
(a) prepare and/or a Temporary Rule 144A Global Note Note, by attaching a copy of the applicable Final Terms to a copy of the applicable master Temporary signed Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4Note;
(b) authenticate (or procure the authentication of) such Temporary Global Note;
(c) in the case of the Principal Paying Agent, deliver such Temporary Bearer Global Note or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be, is a CGN) or the specified common safekeeper (if the Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be, is an a NGN) of for Euroclear and/or and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note or Permanent Bearer Global Note which is a Eurosystem-eligible NGNNGN or a Temporary Bearer Global Note or a Permanent Bearer Global Note which is a non-eligible NGN in respect of which the relevant Issuer has notified the Principal Paying Agent that effectuation is to be applicable, instruct the such common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriatethe case may be, of confirmation that such common depositary or common safekeeper, as appropriatethe case may be, is holding the Temporary relevant Global Note in safe custody for the account of Euroclear and/or and Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, 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, relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to issued on a Subscription Agreementnon-syndicated basis, to credit the Notes represented by such Temporary Global Note to the Principal Paying Agent’s 's distribution account, and (ii) in the case of Notes subscribed pursuant to issued on a Subscription Agreementsyndicated basis, to hold the Notes represented by such Temporary Global Note to the relevant Issuer’s 's order;
(d) in the case of the Registrar, deliver such Rule 144A Global Note to a custodian for DTC and such Regulation S Global Note to the specified common depositary or common safekeeper of Euroclear and Clearstream, Luxembourg;
(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 applicable Distribution Compliance Period; and
(f) if the Temporary Bearer Global Note or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and.
(f) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche 3.2 Each of the same Series until 40 days after Principal Paying Agent and the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4;
(b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent 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 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
(g) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to the Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.4 The Agent Registrar shall only be required to perform its obligations under Clause subclause 3.1 above if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note for Sterling denominated Notes and and/or a master Temporary Permanent Bearer Global Note for non-Sterling denominated NotesNote, each in a form from time to time agreed between the relevant Issuer and the Trustee and 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 a Temporary Global Note Notes in accordance with Clause 3.2(a)subclause 3.1(a) above; and
(b) a master Permanent Regulation S Global Note for Sterling denominated Notes and/or a Rule 144A Global Note, each in a form from time to time agreed between the relevant Issuer and a master Permanent Global for non-Sterling denominated Notes, the Trustee and 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 Agent Registrar for the purpose of preparing a Permanent Regulation S Global Note Notes and Rule 144A Global Notes, respectively, in accordance with Clause 4subclause 3.1(a) above.
3.3 Where the Principal 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 Clause 3.4subclause (2), following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy authorises each of the Subscription Agreement, the Issuer hereby authorises the Principal Paying Agent and the CMU Lodging and Paying Agent, and each of the Principal Paying Agent hereby agrees 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 Clause 3.1 Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent will, inter alia, will on behalf of the Issuer relevant Issuer:
(a) (in the case of the Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent, as the case may be) prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement 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 applicable signed master Temporary Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4Note;
(b) authenticate such Temporary (or procure the authentication of) the Global NoteNotes;
(c) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) deliver such 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 an a NGN) of Euroclear and/or Clearstream, Luxembourg the specified common safekeeper and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or common safekeeper, as appropriate, is holding the Temporary Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, 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, relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to issued on a Subscription Agreementnon- syndicated basis, to credit the Notes represented by such Temporary the Global Note to the Principal Paying Agent’s 's distribution account, account and (ii) in the case of Notes subscribed pursuant to issued on a Subscription Agreementsyndicated basis, to hold the Notes represented by such Temporary the Global Note to the relevant Issuer’s 's order;
(d) in the case of the CMU Lodging and Paying Agent for CMU Notes, subject to obtaining written authority from the relevant 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 relevant Issuer hereby specifically authorises and in connection with which the relevant 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 relevant Issuer to such account as may be designated by the relevant 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
(f) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) if the Temporary Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and.
(f2) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche Each of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Principal Paying Agent to the relevant Dealer.
3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4;
(b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeperor, 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 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
(g) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to the Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.4 The Agent shall only be required to perform its obligations under Clause 3.1 subclause (1) if it holds:
holds (aas applicable) a master Temporary Global Note for Sterling denominated Notes and a master Temporary Permanent Global Note for non-Sterling denominated NotesNote, 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 or, as applicable, the CMU Lodging and Paying Agent for the purpose of preparing a Temporary Global Note Notes and Permanent Global Notes, respectively, in accordance with Clause 3.2(asubclause (1)(a); and.
(b3) a master Permanent With respect to Notes other than CMU Notes, where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for Sterling denominated Notes effectuation using electronic means, it is authorised and a master Permanent Global for non-Sterling denominated Notes, each duly executed by a person or persons authorised instructed to execute destroy the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Permanent Global Note in accordance with Clause 4retained 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 Unless otherwise agreed, the relevant Issuer will confirm the terms of the proposed issue of Notes to the Principal Paying Agent not later than 5.00 p.m. (London time) four days prior to the relevant Issue Date. Subject to Clause 3.4subclause 3.2 below, following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the applicable Final Terms signed by the Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the Subscription Agreementrelevant Issuer, the relevant Issuer hereby authorises the Principal Paying Agent and the Registrar, and the Principal Paying Agent and the Registrar hereby agrees agree, to take the steps required of the Agent them in the Procedures Memorandum.
3.2 . For this purpose the purpose of Clause 3.1 Principal Paying Agent or, as the Agent case may be, the Registrar will, inter alia, 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 or form of Final Terms appearing Terms) a Permanent Bearer Global Note and/or (in the Subscription Agreement that case of the Registrar) (if so specified in the applicable Final Terms) a Temporary Regulation S Global Note will initially represent the Tranche of Notes:
(a) prepare and/or a Temporary Rule 144A Global Note Note, by attaching a copy of the applicable Final Terms to a copy of the applicable master Temporary signed Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4Note;
(b) authenticate (or procure the authentication of) such Temporary Global Note;
(c) in the case of the Principal Paying Agent, deliver such Temporary Bearer Global Note or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be, is a CGN) or the specified common safekeeper (if the Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be, is an a NGN) of for Euroclear and/or and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note or Permanent Bearer Global Note which is a Eurosystem-eligible NGNNGN or a Temporary Bearer Global Note or a Permanent Bearer Global Note which is a non-eligible NGN in respect of which the relevant Issuer has notified the Principal Paying Agent that effectuation is to be applicable, instruct the such common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriatethe case may be, of confirmation that such common depositary or common c ommon safekeeper, as appropriatethe case may be, is holding the Temporary relevant Global Note in safe custody for the account of Euroclear and/or and Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, 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, relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to issued on a Subscription Agreementnon-syndicated basis, to credit the Notes represented by such Temporary Global Note to the Princ ipal Paying Agent’s 's distribution account, and (ii) in the case of Notes subscribed pursuant to issued on a Subscription Agreementsyndicated basis, to hold the Notes represented by such Temporary Global Note to the relevant Issuer’s 's order;
(d) in the case of the Registrar, deliver such Rule 144A Global Note to a custodian for DTC and such Regulation S Global Note to the specified common depositary or common safekeeper of Euroclear and Clearstream, Luxembourg;
(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 applicable Distribution Compliance Period; and
(f) if the Temporary Bearer Global Note or Permanent Bearer Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records rec ords to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and.
(f) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche 3.2 Each of the same Series until 40 days after Principal Paying Agent and the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4;
(b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent 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 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
(g) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to the Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.4 The Agent Registrar shall only be required to perform its obligations under Clause subclause 3.1 above if it holds:holds (as applicable):
(a) a master Temporary Bearer Global Note for Sterling denominated Notes and and/or a master Temporary Permanent Bearer Global Note for non-Sterling denominated NotesNote, each in a form from time to time agreed between the relevant Issuer and the Trustee and 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 a Temporary Global Note Notes in accordance with Clause 3.2(a)subclause 3.1(a) above; and
(b) a master Permanent Regulation S Global Note for Sterling denominated Notes and/or a Rule 144A Global Note, each in a form from time to time agreed between the relevant Issuer and a master Permanent Global for non-Sterling denominated Notes, the Trustee and each duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which w hic h may be used by the Agent Registrar for the purpose of preparing a Permanent Regulation S Global Note Notes and Rule 144A Global Notes, respectively, in accordance with Clause 4subclause 3.1(a) above.
3.3 Where the Principal 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 Clause 3.43.3, following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the applicable Final Terms signed by the Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the Subscription AgreementIssuer, the Issuer hereby authorises the Agent and the Agent hereby agrees agrees, to take the steps required of the Agent in the Procedures Memorandum.Memorandum.
3.2 For the purpose of Clause 3.1 3.1, the Agent will, inter alia, (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 or form of Final Terms appearing in the Subscription Agreement that a Temporary Global Note will initially represent the Tranche of Notes:Agent shall:
(a) prepare a Temporary Global Note by attaching a copy in the case of the applicable Final Terms to a copy first Tranche of Notes deliver the applicable master Temporary Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4;
(b) authenticate such Temporary Global Note;
(c) deliver 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 an NGN) of for Euroclear and/or Clearstream, Luxembourg and, (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 Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or common safekeeper, as appropriate, is holding the Temporary Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, 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, (ib) in the case of an issue of Notes not subscribed pursuant to a Subscription Agreement, to credit the Notes represented by such Temporary Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes represented by such Temporary Global Note to the Issuer’s order;
(e) if the Temporary Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and
(f) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4;
(b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note;
(c) in if the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(fd) 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 an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and
(ge) ensure that the Notes of each Tranche are assigned a assigned, as applicable, security numbers (including, but not limited to, common code codes and ISIN by Euroclear and Clearstream, Luxembourg ISINs) which are different from the common code and ISIN security numbers assigned to the Notes of any other Tranche of the same Series until 40 days after at least the completion expiry of the distribution Distribution Compliance Period in respect of the Notes Tranche.
3.3 The Agent shall on behalf and the expense of such Tranche as notified by the Agent Issuer deliver a copy of the Final Terms in relation to the relevant Dealer.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 3.1 3 if it holds:
(a) a master Temporary Global Note for Sterling denominated Notes and a master Temporary Global Note for non-Sterling denominated Notes, 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 a Temporary Global Note Notes in accordance with Clause 3.2(a); and3.2 and Clause 4;
(b) a master Permanent Global Note for Sterling denominated Notes and a master Permanent Global for non-Sterling denominated Notes, 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 a Permanent Global Note Notes in accordance with Clause 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 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 (1) Subject to Clause 3.4subclause (2), following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the applicable Final Terms signed s igned by the relevant Issuer, the relevant Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy authorises each of the Subscription Agreement, the Issuer hereby authorises the Principal Paying Agent and the CMU Lodging and Paying Agent, and each of the Principal Paying Agent hereby agrees 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 Clause 3.1 Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent will, inter alia, will on behalf of the Issuer relevant Issuer:
(a) (in the case of the Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent, as the case may be) prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement 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 applicable signed master Temporary Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4Note;
(b) authenticate such Temporary (or procure the authentication of) the Global NoteNotes;
(c) in the case of the Principal Paying Agent with respect to Notes other than CMU Notes deliver such 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 an a NGN) of Euroclear and/or Clearstream, Luxembourg the specified common safekeeper and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or common safekeeper, as appropriate, is holding the Temporary Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be), ) unless otherwise otherwis e agreed in writing between the Principal Paying Agent and the Issuer, relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to issued on a Subscription Agreementnon-syndicated basis, to credit the Notes represented by such Temporary the Global Note to the Principal Paying Agent’s 's distribution account, account and (ii) in the case of Notes subscribed pursuant to issued on a Subscription Agreementsyndicated basis, to hold the Notes represented by such Temporary the Global Note to the relevant Issuer’s 's order;
(d) in the case of the CMU Lodging and Paying Agent for CMU Notes, subject to obtaining written authority from the relevant 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 relevant Issuer hereby specifically authorises and in connection with which the relevant 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 relevant Issuer to such account as may be designated by the relevant 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) whic h 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
(f) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) if the Temporary Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and.
(f2) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche Each of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Principal Paying Agent to the relevant Dealer.
3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4;
(b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeperor, 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 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
(g) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to the Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.4 The Agent shall only be required to perform its obligations under Clause 3.1 subclause (1) if it holds:
holds (aas applicable) a master Temporary Global Note for Sterling denominated Notes and a master Temporary Permanent Global Note for non-Sterling denominated NotesNote, 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 or, as applicable, the CMU Lodging and Paying Agent for the purpose of preparing a Temporary Global Note Notes and Permanent Global Notes, respectively, in accordance with Clause 3.2(asubclause (1)(a); and.
(b3) a master Permanent With respect to Notes other than CMU Notes, where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for Sterling denominated Notes effectuation using electronic means, it is authorised and a master Permanent Global for non-Sterling denominated Notes, each duly executed by a person or persons authorised instructed to execute destroy the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Permanent Global Note in accordance with Clause 4retained 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 Clause 3.4subclause (2), following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the applicable Final Terms signed by the relevant Issuer, the relevant Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy authorises each of the Subscription Agreement, the Issuer hereby authorises the Principal Paying Agent and the CMU Lodging and Paying Agent, and each of the Principal Paying Agent hereby agrees 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 Clause 3.1 Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent will, inter alia, will on behalf of the Issuer relevant Issuer:
(a) (in the case of the Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent, as the case may be) prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement 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 applicable signed master Temporary Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4Note;
(b) authenticate such Temporary (or procure the authentication of) the Global NoteNotes;
(c) in the case of the Principal Paying Agent with respect to Notes other than CMU Notes deliver such 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 an a NGN) of Euroclear and/or Clearstream, Luxembourg the specified common safekeeper and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or common safekeeper, as appropriate, is holding the Temporary Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg;
(d) if the Temporary Global Note is a CGN, 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, relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to issued on a Subscription Agreementnon-syndicated basis, to credit the Notes represented by such Temporary the Global Note to the Principal Paying Agent’s 's distribution account, account and (ii) in the case of Notes subscribed pursuant to issued on a Subscription Agreementsyndicated basis, to hold the Notes represented by such Temporary the Global Note to the relevant Issuer’s 's order;
(d) in the case of the CMU Lodging and Paying Agent for CMU Notes, subject to obtaining written authority from the relevant 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 relevant Issuer hereby specifically authorises and in connection with which the relevant 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 relevant Issuer to such account as may be designated by the relevant 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 expiry of the Distribution Compliance Period in respect of the Tranche; and
(f) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) if the Temporary Global Note is an a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and.
(f2) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche Each of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Principal Paying Agent to the relevant Dealer.
3.3 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Permanent Global Note will initially represent the Notes on issue:
(a) in the case of the first Tranche of any Series of Notes, prepare and complete a Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note and ensure that such Permanent Global Note bears the legend or legends required under Clause 2.4;
(b) in the case of the first Tranche of any Series of Notes, authenticate such Permanent Global Note;
(c) in the case of the first Tranche of any Series of Notes, deliver such Permanent Global Note if such Permanent Global Note is a CGN, to the common depositary for the time being on behalf of Euroclear and/or Clearstream, Luxembourg;
(d) in any other case by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series (and such Permanent Global Note must bear the legend or legends required under Clause 2.4);
(e) if the Permanent Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes;
(f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeperor, 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 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
(g) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to the Notes of any other Tranche of the same Series until 40 days after the completion of the distribution of the Notes of such Tranche as notified by the Agent to the relevant Dealer.
3.4 The Agent shall only be required to perform its obligations under Clause 3.1 subclause (1) if it holds:
holds (aas applicable) a master Temporary Global Note for Sterling denominated Notes and a master Temporary Permanent Global Note for non-Sterling denominated NotesNote, 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 or, as applicable, the CMU Lodging and Paying Agent for the purpose of preparing a Temporary Global Note Notes and Permanent Global Notes, respectively, in accordance with Clause 3.2(asubclause (1)(a); and.
(b3) a master Permanent With respect to Notes other than CMU Notes, where the Principal Paying Agent delivers any authenticated Global Note to a common safekeeper for Sterling denominated Notes effectuation using electronic means, it is authorised and a master Permanent Global for non-Sterling denominated Notes, each duly executed by a person or persons authorised instructed to execute destroy the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Permanent Global Note in accordance with Clause 4retained 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
