Common use of London Branch Clause in Contracts

London Branch. as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Global Note The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Global Note for Definitive Notes or for Direct Rights under the Deed of Covenant, (iv) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Global Note have been made, resulting in the nominal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in nominal amount of this permanent Global Note Reason for increase/decrease in nominal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Nominal Amount of this permanent Global Note following such increase/decrease Notation made by or on behalf of the Fiscal Agent Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Note CAISSE D’AMORTISSEMENT DE LA DETTE SOCIALE (established as an établissement public national à caractère administratif (administrative national public entity) in France) TEMPORARY GLOBAL NOTE Temporary Global Note No. [●] This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of Caisse d’Amortissement de la Dette Sociale (the “Issuer”).

Appears in 1 contract

Samples: Agency Agreement

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London Branch. as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Temporary Global Note The following (i) issues issue of Notes initially represented by this permanent temporary Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this temporary Global Note for interests in a permanent Global Note Note, for Definitive Notes or for Direct Rights under the Deed of Covenant, Covenant and/or (iviii) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent temporary Global Note have been made, resulting in the nominal amount of this permanent temporary Global Note specified in the latest entry in the fourth columncolumn below: Date Amount of increase/decrease in nominal amount of this permanent temporary Global Note Reason for increase/decrease in nominal amount of this permanent temporary Global Note (initial issue, exchange, cancellation, forfeiture cancellation or payment, stating forfeiture) Nominal amount of payment made) Nominal Amount of this permanent temporary Global Note on issue or following such increase/decrease Notation made by or on behalf of the Fiscal Agent Issue Date Not applicable Not applicable Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase decrease in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Zero Not applicable The Second Schedule Payments of Interest The following payments of interest or Interest Amount in respect of this Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SECOND SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C B Form of NGN Temporary CGN Permanent Global Note CAISSE D’AMORTISSEMENT DE LA DETTE SOCIALE (established as an établissement public national à caractère administratif (administrative national public entity) in France) TEMPORARY PERMANENT GLOBAL NOTE Temporary Permanent Global Note No. [●] This temporary permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche Tranche(s) and Series specified in Part A of the Third Schedule hereto of Caisse d’Amortissement de la Dette Sociale (the “Issuer”). Interpretation and Definitions References in this permanent Global Note to the “Conditions” are to the Terms and Conditions applicable to the Notes (which are in the form set out in Schedule 2 Part C to the Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 19 August 2020 between the Issuer, Citibank N.A., London Branch as fiscal agent and the other agents named in it, as such form is supplemented and/or modified and/or superseded by the provisions of this permanent Global Note (including the supplemental definitions and any modifications or additions set out in Part A of the Third Schedule hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global Note shall have the meanings given to them in the Conditions or the Agency Agreement. Aggregate Nominal Amount The aggregate nominal amount from time to time of this permanent Global Note shall be an amount equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth column of Part I of the First Schedule hereto, which shall be completed by or on behalf of the Fiscal Agent upon (i) the exchange of the whole or a part of the temporary Global Note initially representing the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances so permit, a part of this permanent Global Note for Definitive Notes, (iv) the redemption or purchase and cancellation of Notes represented hereby, (v) the exchange of interests in this permanent Global Note for direct enforcement rights, all as described below. Promise to Pay Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this permanent Global Note, upon presentation and (when no further payment is due in respect of this permanent Global Note) surrender of this permanent Global Note, on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions.

Appears in 1 contract

Samples: Agency Agreement

London Branch. as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDEDCODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Temporary Global Note The following (i) issues issue of Notes initially represented by this permanent Temporary Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Temporary Global Note for interests in a Permanent Global Note, for Definitive Notes or for Direct Rights under the Deed of Covenant, Covenant and/or (iviii) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Temporary Global Note have been made, resulting in the nominal amount of this permanent Temporary Global Note specified in the latest entry in the fourth columncolumn below: Date Amount of increase/decrease in nominal amount of this permanent Temporary Global Note Reason for increase/decrease in nominal amount of this permanent Temporary Global Note (initial issue, exchange, cancellation, forfeiture cancellation or payment, stating forfeiture) Nominal amount of payment made) Nominal Amount of this permanent Temporary Global Note on issue or following such increase/decrease Notation made by or on behalf of the Fiscal Agent Issue Date Not applicable Not applicable Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase decrease in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Zero Not applicable The Second Schedule Payments [Insert the Provisions of Interest The following payments the Relevant Final Terms that Relate to the Conditions or the Global Notes as the Second Schedule] Part 2 Form of interest or Interest Amount in respect of this CGN Permanent Global Note have been made[Total S.A./Total Capital/Total Capital Canada Ltd./Total Capital International] [A French société anonyme/a corporation incorporated under the Business Corporations Act (Alberta) on 9 April 2007] with issued share capital of [€6,504,749,885.00/€300,000/no par value/€300.000] with [a term expiring, unless extended, on [22 March 2099/15 December 2098/an indefinite term/13 December 2103] Registered office: Due date of payment Date of payment Amount of interest Notation made by or [2, place Xxxx Xxxxxxx, La Défense 6, 92400 Xxxxxxxxxx, Xxxxxx/0000, 240 – 0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx, X0X 0X0, Xxxxxx] [Registered with the Registre du Commerce et des Sociétés de Nanterre] on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE12 February 1991/15 December 1999/13 December 2004] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent under [number RCS [542051180/428292023/479 858 854]/[with Corporate Access Number 2013134453] Euro Medium Term Note Programme Permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Note CAISSE D’AMORTISSEMENT DE LA DETTE SOCIALE (established as an établissement public national à caractère administratif (administrative national public entity) in France) TEMPORARY GLOBAL NOTE Temporary Permanent Global Note No. [●] This temporary Permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche Tranche(s) and Series specified in Part A of the Third Schedule hereto of Caisse d’Amortissement de la Dette Sociale [Total S.A./Total Capital/Total Capital Canada Ltd./Total Capital International] (the “Issuer”) [and guaranteed by Total S.A. (the “Guarantor”)].

Appears in 1 contract

Samples: Agency Agreement

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London Branch. as Fiscal Agent By: Authorised Signatory For the purposes of authentication only. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDEDCODE. The First Schedule Part I Nominal Amount of Notes Represented by this Permanent Temporary Global Note The following (i) issues issue of Notes initially represented by this permanent Temporary Global Note, (ii) exchanges of interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the whole or a part of this permanent Temporary Global Note for interests in a Permanent Global Note, for Definitive Notes or for Direct Rights under the Deed of Covenant, Covenant and/or (iviii) cancellations or forfeitures of interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in respect of this permanent Temporary Global Note have been made, resulting in the nominal amount of this permanent Temporary Global Note specified in the latest entry in the fourth columncolumn below: Date Amount of increase/decrease in nominal amount of this permanent Temporary Global Note Reason for increase/decrease in nominal amount of this permanent Temporary Global Note (initial issue, exchange, cancellation, forfeiture cancellation or payment, stating forfeiture) Nominal amount of payment made) Nominal Amount of this permanent Temporary Global Note on issue or following such increase/decrease Notation made by or on behalf of the Fiscal Agent Issue Date Not applicable Not applicable Part II Direct Rights The nominal amount of Notes in respect of which Direct Rights have arisen under the Deed of Covenant is shown by the latest entry in the third column below: Date Amount of increase decrease in nominal amount of Notes in respect of which Direct Rights have arisen Initial nominal amount and nominal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial nominal amount) Issue Date Not applicable zero Zero Not applicable The Second Schedule Payments [Insert the Provisions of Interest The following payments the Relevant Final Terms that Relate to the Conditions or the Global Notes as the Second Schedule] Form of interest or Interest Amount in respect CGN Permanent Global Note‌ [TotalEnergies SE/TotalEnergies Capital/TotalEnergies Capital International] [A Societas Europaea/Société anonyme/Société anonyme] with issued share capital of this [€5,994,199,152.50]/€300,000/€300,000] with [a term expiring, unless extended, on [28 March 2119/15 December 2098 /13 December 2103] Registered office: 0, xxxxx Xxxx Xxxxxxx, La Défense 6, 92400 Courbevoie, France Registered with the Registre du Commerce et des Sociétés de Nanterre on [12 February 1991/15 December 1999/13 December 2004 under number RCS [542 051 180/428 292 023/479 858 854] Euro Medium Term Note Programme Permanent Global Note have been made: Due date of payment Date of payment Amount of interest Notation made by or on behalf of the Fiscal Agent The Third Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE THIRD SCHEDULE] The Fourth Schedule Exercise of Noteholders’ Option The following exercises of the option of the Noteholders provided for in the Conditions have been made in respect of the stated nominal amount of this permanent Global Note: Date of exercise Nominal Amount of this permanent Global Note in respect of which exercise is made Date on which exercise of such option is effective Notation made by or on behalf of the Fiscal Agent Schedule 1 Part C Form of NGN Temporary Global Note CAISSE D’AMORTISSEMENT DE LA DETTE SOCIALE (established as an établissement public national à caractère administratif (administrative national public entity) in France) TEMPORARY GLOBAL NOTE Temporary Permanent Global Note No. [●] This temporary Permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche Tranche(s) and Series specified in Part A of the Third Schedule hereto of Caisse d’Amortissement de la Dette Sociale [TotalEnergies SE/TotalEnergies Capital/TotalEnergies Capital International] (the “Issuer”) [and guaranteed by TotalEnergies SE (the “Guarantor”)].

Appears in 1 contract

Samples: Agency Agreement

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