SOCIÉTÉ GÉNÉRALE BANK & TRUST S. A. [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate Notes that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption of Note.] Schedule 2 Part D Form of Talon On the front: MERLIN PROPERTIES, SOCIMI, S.A. Euro Medium Term Note Programme Series No. [●] [Title of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[●] [●]. [Talon relating to Note in the principal amount of [●]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the Fiscal Agent set out on the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of it. 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. MERLIN PROPERTIES, SOCIMI, S.A. By: [Talon No.] [ISIN] [Series] [Certif. No.] On the back: Fiscal Agent SOCIÉTÉ GÉNÉRALE BANK & TRUST S.A., 00 Xxxxxx Xxxxx Xxxxxx, L-2420 Luxembourg [* The maturity dates of the relevant Coupons should be set out if known, otherwise reference should be made to the months and years in which the Interest Payment Dates fall due.] [** Only required where the Series comprises Notes of more than one denomination.] Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule:
Appears in 1 contract
Samples: Agency Agreement
SOCIÉTÉ GÉNÉRALE BANK & TRUST S. A. [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise as Fiscal Agent By: Authorised Signatory For the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate Notes that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption purposes of Note.] Schedule 2 Part D Form authentication only. Effectuation This permanent Global Note is effectuated by or on behalf of Talon On the front: MERLIN PROPERTIES, SOCIMI, S.A. Euro Medium Term Note Programme Series NoCommon Safekeeper. [●COMMON SAFEKEEPER] [Title as Common Safekeeper By: Authorised Signatory For the purposes of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[●] [●]. [Talon relating to Note in the principal amount of [●]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the Fiscal Agent set out on the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of iteffectuation 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. MERLIN PROPERTIES, SOCIMI, S.A. ByThe Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SCHEDULE] Schedule 2 Part A Form of Definitive Note On the front: [Talon No.Denomination] [ISIN] [Series] [Certif. No.]1 [Currency and denomination] MERLIN PROPERTIES, SOCIMI, S.A. (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme Series No.. [●] On the back: Fiscal Agent SOCIÉTÉ GÉNÉRALE BANK & TRUST S.A., 00 Xxxxxx Xxxxx Xxxxxx, L-2420 Luxembourg [* The maturity dates Title of issue] This Note forms one of the relevant Coupons should be set out if knownSeries of Notes referred to above (the “Notes”) of Merlin Properties, otherwise reference should be made SOCIMI, S.A. (the “Issuer”) designated as specified in the title hereof. The Notes are subject to the months Terms and years Conditions (the “Conditions”) endorsed hereon. Expressions defined in which the Conditions have the same meanings in this Note. The Issuer for value received promises to pay to the bearer of this Note, on presentation and (when no further payment is due in respect of this Note) surrender of this Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions and (unless this Note does not bear interest) to pay interest from the Interest Payment Dates fall dueCommencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. The Issuer has executed a public deed (escritura pública) relating to the Notes dated [●] 2017 granted before the Notary of Madrid, Spain, [●] with number [●] of his/her protocol. This Note shall not become valid or obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. In witness whereof the Issuer has caused this Note to be signed on its behalf. Dated as of the Issue Date.] [** Only required where the Series comprises Notes of more than one denomination.] Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule:
Appears in 1 contract
Samples: Agency Agreement
SOCIÉTÉ GÉNÉRALE BANK & TRUST S. A. [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate Notes that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption of Note.] Schedule 2 Part D Form of Talon On the front: MERLIN PROPERTIES, SOCIMI, S.A. Euro Medium Term Note Programme Series No. [●] [Title of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[●] [●]. [Talon relating to Note in the principal amount of [●]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the as Fiscal Agent set out on By: Authorised Signatory For the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender purposes of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of itauthentication 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. MERLIN The First Schedule Part I Principal 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 principal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in principal amount of this permanent Global Note Reason for increase/decrease in principal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Principal 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 principal 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 principal amount of Notes in respect of which Direct Rights have arisen Initial principal amount and principal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial principal 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 principal amount of this permanent Global Note: Date of exercise Principal 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 XXXXXX PROPERTIES, SOCIMI, S.A. By: (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme TEMPORARY GLOBAL NOTE Temporary Global Note No. [Talon No.●] [ISIN] [Series] [Certif. No.] On the back: Fiscal Agent SOCIÉTÉ GÉNÉRALE BANK & TRUST S.A., 00 Xxxxxx Xxxxx Xxxxxx, L-2420 Luxembourg [* The maturity dates This temporary Global Note is issued in respect of the relevant Coupons should be set out if knownNotes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of Merlin Properties, otherwise reference should be made to SOCIMI, S.A. (the months and years in which the Interest Payment Dates fall due“Issuer”).] [** Only required where the Series comprises Notes of more than one denomination.] Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule:
Appears in 1 contract
Samples: Agency Agreement
SOCIÉTÉ GÉNÉRALE BANK & TRUST S. A. [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate Notes that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption of Note.] Schedule 2 Part D Form of Talon On the front: MERLIN PROPERTIES, SOCIMI, S.A. Euro Medium Term Note Programme Series No. [●] [Title of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[●] [●]. [Talon relating to Note in the principal amount of [●]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the as Fiscal Agent set out on By: Authorised Signatory For the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender purposes of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of itauthentication 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. The First Schedule Part I Principal Amount of Notes Represented by this Temporary Global Note The following (i) issue of Notes initially represented by this temporary Global Note, (ii) exchanges of the whole or a part of this temporary Global Note for interests in a permanent Global Note, for Definitive Notes or for Direct Rights under the Deed of Covenant and/or (iii) cancellations or forfeitures of interests in this temporary Global Note have been made, resulting in the principal amount of this temporary Global Note specified in the latest entry in the fourth column below: Date Amount of decrease in principal amount of this temporary Global Note Reason for decrease in principal amount of this temporary Global Note (exchange, cancellation or forfeiture) Principal amount of this temporary Global Note on issue or following such decrease Notation made by or on behalf of the Fiscal Agent Issue Date Not applicable Not applicable Part II Direct Rights The principal 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 decrease in principal amount of Notes in respect of which Direct Rights have arisen Initial principal amount and principal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial principal amount) Issue Date Not applicable Zero Not applicable The Second Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SECOND SCHEDULE] Schedule 1 Part B Form of CGN Permanent Global Note MERLIN PROPERTIES, SOCIMI, S.A. By: (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme PERMANENT GLOBAL NOTE Permanent Global Note No. [Talon No.●] This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series specified in Part A of the Third Schedule hereto of Merlin Properties, SOCIMI, S.A. (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 Part B of Schedule 2 to the Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 12 May 2017 between the Issuer, Société Générale Bank & Trust S.A. 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. The Issuer has executed a public deed (escritura pública) relating to the Notes dated [ISIN●] 2017 granted before the Notary of Madrid, Spain, [Series●] with number [Certif●] of his/her protocol. No.] On Aggregate Principal Amount The aggregate principal amount from time to time of this permanent Global Note shall be an amount equal to the back: aggregate principal 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 SOCIÉTÉ GÉNÉRALE BANK & TRUST S.A., 00 Xxxxxx Xxxxx Xxxxxx, L-2420 Luxembourg [* The maturity dates upon (i) the exchange of the relevant Coupons should be set out if knownwhole 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), otherwise reference should be made (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 and/or (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 months bearer of this permanent Global Note, upon presentation and years (when no further payment is due in which 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 principal 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 Payment Dates fall dueCommencement 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.] [** Only required where the Series comprises Notes of more than one denomination.] Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule:
Appears in 1 contract
Samples: Agency Agreement
SOCIÉTÉ GÉNÉRALE BANK & TRUST S. A. [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate Notes that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption of Note.] Schedule 2 Part D Form of Talon On the front: MERLIN PROPERTIES, SOCIMI, S.A. Euro Medium Term Note Programme Series No. [●] [Title of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[●] [●]. [Talon relating to Note in the principal amount of [●]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the as Fiscal Agent set out on By: Authorised Signatory For the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender purposes of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of itauthentication 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. The First Schedule Part I Principal 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 principal amount of this permanent Global Note specified in the latest entry in the fourth column: Date Amount of increase/decrease in principal amount of this permanent Global Note Reason for increase/decrease in principal amount of this permanent Global Note (initial issue, exchange, cancellation, forfeiture or payment, stating amount of payment made) Principal 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 principal 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 principal amount of Notes in respect of which Direct Rights have arisen Initial principal amount and principal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial principal 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 principal amount of this permanent Global Note: Date of exercise Principal 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 MERLIN PROPERTIES, SOCIMI, S.A. By: (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme TEMPORARY GLOBAL NOTE Temporary Global Note No. [Talon No.●] [ISIN] [Series] [Certif. No.] On the back: Fiscal Agent SOCIÉTÉ GÉNÉRALE BANK & TRUST S.A., 00 Xxxxxx Xxxxx Xxxxxx, L-2420 Luxembourg [* The maturity dates This temporary Global Note is issued in respect of the relevant Coupons should be set out if knownNotes (the “Notes”) of the Tranche and Series specified in Part A of the Schedule hereto of Merlin Properties, otherwise reference should be made to SOCIMI, S.A. (the months and years in which the Interest Payment Dates fall due“Issuer”).] [** Only required where the Series comprises Notes of more than one denomination.] Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule:
Appears in 1 contract
Samples: Agency Agreement
SOCIÉTÉ GÉNÉRALE BANK & TRUST S. A. [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate Notes that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption of Note.] Schedule 2 Part D Form of Talon On the front: MERLIN XXXXXX PROPERTIES, SOCIMI, S.A. Euro Medium Term Note Programme Series No. [●] [Title of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[●] [●]. [Talon relating to Note in the principal amount of [●]]** After all the Coupons relating to the Note to which this Talon Xxxxx relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the Fiscal Agent set out on the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of it. 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. MERLIN XXXXXX PROPERTIES, SOCIMI, S.A. By: [Talon No.] [ISIN] [Series] [Certif. No.] On the back: Fiscal Agent SOCIÉTÉ GÉNÉRALE BANK & TRUST S.A., 00 Xxxxxx Xxxxx Xxxxxx, L-2420 Luxembourg [* The maturity dates of the relevant Coupons should be set out if known, otherwise reference should be made to the months and years in which the Interest Payment Dates fall due.] [** Only required where the Series comprises Notes of more than one denomination.] Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule:
Appears in 1 contract
Samples: Agency Agreement
SOCIÉTÉ GÉNÉRALE BANK & TRUST S. A. [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate Notes that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption of Note.] Schedule 2 Part D Form of Talon On the front: MERLIN PROPERTIES, SOCIMI, S.A. Euro Medium Term Note Programme Series No. [●] [Title of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[●] [●]. [Talon relating to Note in the principal amount of [●]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the as Fiscal Agent set out on By: Authorised Signatory For the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender purposes of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of itauthentication 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. MERLIN The First Schedule Part I Principal Amount of Notes Represented by this Temporary Global Note The following (i) issue of Notes initially represented by this temporary Global Note, (ii) exchanges of the whole or a part of this temporary Global Note for interests in a permanent Global Note, for Definitive Notes or for Direct Rights under the Deed of Covenant and/or (iii) cancellations or forfeitures of interests in this temporary Global Note have been made, resulting in the principal amount of this temporary Global Note specified in the latest entry in the fourth column below: Date Amount of decrease in principal amount of this temporary Global Note Reason for decrease in principal amount of this temporary Global Note (exchange, cancellation or forfeiture) Principal amount of this temporary Global Note on issue or following such decrease Notation made by or on behalf of the Fiscal Agent Issue Date Not applicable Not applicable Part II Direct Rights The principal 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 decrease in principal amount of Notes in respect of which Direct Rights have arisen Initial principal amount and principal amount following such increase Notation by or on behalf of the Fiscal Agent (other than in respect of initial principal amount) Issue Date Not applicable Zero Not applicable The Second Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SECOND SCHEDULE] Schedule 1 Part B Form of CGN Permanent Global Note XXXXXX PROPERTIES, SOCIMI, S.A. By: (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme PERMANENT GLOBAL NOTE Permanent Global Note No. [Talon No.●] This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series specified in Part A of the Third Schedule hereto of Merlin Properties, SOCIMI, S.A. (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 Part B of Schedule 2 to the Agency Agreement (as amended or supplemented as at the Issue Date, the “Agency Agreement”) dated 12 May 2017 between the Issuer, Société Générale Bank & Trust S.A. 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. The Issuer has executed a public deed (escritura pública) relating to the Notes dated [ISIN●] 2017 granted before the Notary of Madrid, Spain, [Series●] with number [Certif●] of his/her protocol. No.] On Aggregate Principal Amount The aggregate principal amount from time to time of this permanent Global Note shall be an amount equal to the back: aggregate principal 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 SOCIÉTÉ GÉNÉRALE BANK & TRUST S.A., 00 Xxxxxx Xxxxx Xxxxxx, L-2420 Luxembourg [* The maturity dates upon (i) the exchange of the relevant Coupons should be set out if knownwhole 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), otherwise reference should be made (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 and/or (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 months bearer of this permanent Global Note, upon presentation and years (when no further payment is due in which 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 principal 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 Payment Dates fall dueCommencement 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.] [** Only required where the Series comprises Notes of more than one denomination.] Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule:
Appears in 1 contract
Samples: Agency Agreement
SOCIÉTÉ GÉNÉRALE BANK & TRUST S. A. [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business Day Convention otherwise as Fiscal Agent By: Authorised Signatory For the particular Interest Payment Date should be specified.] [**Only required for Coupons relating to Floating Rate Notes that are issued in more than one denomination.] [***Delete if Coupons are not to become void upon early redemption purposes of Note.] Schedule 2 Part D Form authentication only. Effectuation This permanent Global Note is effectuated by or on behalf of Talon On the front: MERLIN PROPERTIES, SOCIMI, S.A. Euro Medium Term Note Programme Series NoCommon Safekeeper. [●COMMON SAFEKEEPER] [Title as Common Safekeeper By: Authorised Signatory For the purposes of issue] Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[●] [●]. [Talon relating to Note in the principal amount of [●]]** After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the Fiscal Agent set out on the reverse hereof (or any other Fiscal Agent or specified office duly appointed or nominated and notified to the Noteholders) upon production and surrender of this Talon. If the Note to which this Talon relates shall have become due and payable before the original due date for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of iteffectuation 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. MERLIN PROPERTIES, SOCIMI, S.A. ByThe Schedule [INSERT THE PROVISIONS OF THE RELEVANT FINAL TERMS THAT RELATE TO THE CONDITIONS OR THE GLOBAL NOTES AS THE SCHEDULE] Schedule 2 Part A Form of Definitive Note On the front: [Talon No.Denomination] [ISIN] [Series] [Certif. No.]1 [Currency and denomination] XXXXXX PROPERTIES, SOCIMI, S.A. (incorporated as a limited liability company (sociedad anónima) in the Kingdom of Spain) Euro Medium Term Note Programme Series No.. [●] On the back: Fiscal Agent SOCIÉTÉ GÉNÉRALE BANK & TRUST S.A., 00 Xxxxxx Xxxxx Xxxxxx, L-2420 Luxembourg [* The maturity dates Title of issue] This Note forms one of the relevant Coupons should be set out if knownSeries of Notes referred to above (the “Notes”) of Merlin Properties, otherwise reference should be made SOCIMI, S.A. (the “Issuer”) designated as specified in the title hereof. The Notes are subject to the months Terms and years Conditions (the “Conditions”) endorsed hereon. Expressions defined in which the Conditions have the same meanings in this Note. The Issuer for value received promises to pay to the bearer of this Note, on presentation and (when no further payment is due in respect of this Note) surrender of this Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become payable in accordance with the Conditions) the amount payable upon redemption under the Conditions and (unless this Note does not bear interest) to pay interest from the Interest Payment Dates fall dueCommencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. The Issuer has executed a public deed (escritura pública) relating to the Notes dated [●] 2017 granted before the Notary of Madrid, Spain, [●] with number [●] of his/her protocol. This Note shall not become valid or obligatory for any purpose until authenticated by or on behalf of the Fiscal Agent. In witness whereof the Issuer has caused this Note to be signed on its behalf. Dated as of the Issue Date.] [** Only required where the Series comprises Notes of more than one denomination.] Schedule 3 Provisions for Meetings of Noteholders Interpretation 1 In this Schedule:
Appears in 1 contract
Samples: Agency Agreement
