THE COVERED BONDS. 3.1 The Issuer undertakes to inform the Principal Paying Agent (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Date. Subject to sub-clause 3.2 below, after receipt of a (electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in respect of the Registrar); in accordance with the applicable Final Terms, either: (i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), unless otherwise agreed in writing between the Principal Paying Agent and the Issuer; (ii) (a) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (b) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or (iii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participants; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche. 3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBC, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds holder. 3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and master Permanent Global Covered Bonds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below. 3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond market. 3.5 Where the relevant Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated. 3.6 The relevant Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
THE COVERED BONDS. 3.1 The Issuer undertakes to inform Covered Bonds may be issued in series (each a "Series"), each tranche of which will be the Principal Paying Agent subject of a Final Terms (or each a "Final Terms") or, in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent Exempt Covered Bonds, a Pricing Supplement prepared by or the Principal Paying Agents as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Date. Subject to sub-clause 3.2 below, after receipt of a (electronic) copy of the Final Terms signed by the Issuer and the CBC, each on behalf of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
(ii) (a) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (b) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participants; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying relevant Dealer and:
(a) in the case of a Series in relation to which application has been made for admission to listing on the Official List of Euronext Dublin and to trading on its regulated market, filed with Euronext Dublin;
(b) in the case of a Series in relation to which application has been made for admission to listing on any other stock exchange, lodged with such stock exchange; and
(c) in the case of a Series in relation to which application has not been made for admission to such listing, attached to or incorporated by reference into each Covered Bond of such Series. Further Covered Bonds may be issued as part of an existing Series (each a "Tranche"), Covered Bonds in respect of which will be identical in all respects.
3.2 Covered Bonds may be issued in bearer form ("Bearer Covered Bonds"), in registered form ("Registered Covered Bonds"), or in uncertificated and dematerialised electronic book-entry form ("Finnish Covered Bonds") as specified in the relevant Final Terms.
3.3 Bearer Covered Bonds will be represented upon issue by a temporary global covered bond (a "Temporary Global Covered Bond") and will be exchangeable forty days after the completion (as determined by the Fiscal Agent shall ensure that or the Issuer) of the distribution of the Covered Bonds of each Tranche are assignedrepresented by such Temporary Global Covered Bond and upon due certification as described therein, as applicable, security numbers for a permanent global covered bond (including, a "Permanent Global Covered Bond") representing such Covered Bonds. Each Permanent Global Covered Bond will be exchangeable in whole (but not limited to, common codes and ISINsin part only) which are different from the security numbers assigned to for definitive bearer covered bonds ("Definitive Bearer Covered Bonds") in accordance with its terms.
3.4 Registered Covered Bonds of any other a Series shall be represented upon issue by either Individual Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Bond Certificates or a single Global Registered Covered Bonds DeedsBond, executed by which shall be deposited, on or on behalf prior to the Issue Date of the Issuer and the CBC, the Registrar shallsuch Series, on behalf of the Issuer and subscribers for the CBC, procure counter-execution by each holder of Registered Covered Bonds of represented thereby, with the required number of the relevant Registered Covered Bonds DeedRegistrar, safekeep a copy of such Registered Covered Bonds Deed duly executed, authenticated and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds holder.
3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and master Permanent Global Covered Bonds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond effectuated (if applicable) and as provided herein, for credit on the applicable master Permanent Issue Date to the accounts of the relevant Dealer or Dealers (or to such other accounts as they may direct) at Euroclear or Clearstream, Luxembourg.
3.5 Interests in each Global Registered Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by exchangeable, if so specified in the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds relevant Final Terms and Registered Covered Bonds Deeds in accordance with its terms and in accordance with the provisions of this Clause and Clause 4 belowAgreement, for Individual Covered Bond Certificates. Individual Covered Bond Certificates may be issued if the applicable Final Terms so provides.
3.4 3.6 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall shall:
(a) be in substantially the form (duly completed) set out in Schedule 1 (Form of Temporary Global Covered Bond);
(b) have attached thereto or incorporated by reference therein the Final Terms and the Conditions applicable thereto;
(c) be executed by the Issuer and authenticated by or on behalf of the Fiscal Agent; and
(d) in the case of Eurosystem Eligible NGCBs, and in the case of Non-Eligible NGCBs in respect of which the Issuer has notified the Fiscal Agent that effectuation is to be applicable, be effectuated by or on behalf of the Common Safekeeper.
3.7 Each Permanent Global Covered Bond shall:
(a) be in substantially the form (duly completed) set out in Schedule 2 (Form of Permanent Global Covered Bond);
(b) have attached thereto or incorporated by reference therein the Final Terms and Conditions applicable thereto;
(c) be executed by the Issuer and authenticated by or on behalf of the Fiscal Agent; and
(d) in the case of Eurosystem Eligible NGCBs, and in the case of Non-Eligible NGCBs in respect of which the Issuer has notified the Fiscal Agent that effectuation is to be applicable, be effectuated by or on behalf of the Trust Deed and Common Safekeeper.
3.8 Each Definitive Bearer Covered Bond shall, in each case, have Coupons :
(a) be in substantially the form attached thereto; (duly completed) set out in Schedule 3 (Form of Definitive Bearer Covered Bond);
(b) unless the contrary is specified in the relevant Final Terms, be printed in accordance with all applicable legal and stock exchange requirements; the format from time to time specified by the Association of International Bond Dealers or any successor body thereto;
(c) have a unique certificate serial number printed thereon; ;
(d) if so specified in the relevant Final Terms, have attached thereto at the time of their initial delivery, coupons ("Coupons");
(e) have endorsed thereon, attached thereto or incorporated by reference therein the Final Terms and Conditions applicable thereto; and
(f) be executed in facsimile by the Issuer and authenticated by or on behalf of the Fiscal Agent.
3.9 Each Individual Covered Bond Certificate shall:
(a) be in substantially the form (duly completed) set out in Schedule 4 (Form of Individual Covered Bond Certificate);
(b) have endorsed thereon, attached thereto or incorporated by reference therein the Final Terms and Conditions applicable thereto;
(c) have a unique serial number printed on them; and
(d) be executed by the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and Registrar.
3.10 Each Global Registered Covered Bond shall:
(ea) otherwise be in accordance substantially the form (duly completed) set out in Schedule 6 (Form of Global Registered Covered Bond) to this Agreement but with such modifications, amendments and additions as the customary practice relevant Dealer(s) and the Issuer shall have agreed to be necessary;
(b) have attached thereto the Final Terms and the Conditions applicable thereto; and
(c) be executed by a duly authorised officer of the international Eurobond market.
3.5 Where issuer, or shall be a duplicate of the relevant Paying Agent appointed for such Series master Global Registered Covered Bond supplied by the Issuer and shall be authenticated by the Registrar and, in the case of Covered Bonds pursuant to Clause 2.5 delivers any authenticated be held under the NSS, effectuated for or on behalf of Citigroup Global Markets Europe AG as Registrar.
3.11 Any facsimile signature affixed to a Covered Bond in NGN form to may be that of a person who is at the specified Common Safekeeper for effectuation using electronic means, it shall be authorised time of the creation and instructed to destroy the Global Covered Bond retained by it following its receipt issue of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Paying Agent appointed for the relevant Series an authorised signatory for such purpose of Covered Bonds pursuant to Clause 2.5 shall be authorised by the Issuer notwithstanding that such person may for any reason (including death) have ceased to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds be such an authorised signatory at the time at which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered BondBond may be delivered.
Appears in 2 contracts
THE COVERED BONDS. 3.1 The Issuer undertakes to inform the Principal Paying Agent (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Date. Subject to sub-clause 3.2 3.3 below, after receipt of a (faxed or electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii3.1(c)(ii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in Deed(s) (in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), ) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
Issuer (ii) (ai) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (bii) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iiiii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participantsIssuer’s order unless otherwise agreed in writing; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBCCBC from the Issuer, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds Bond holder.
3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and Bonds, master Permanent Global Covered Bonds and Registered Covered Bonds Deeds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below.
3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons and Talons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond European bond market.
3.5 Where the relevant Principal Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be is authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Principal Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be is authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
THE COVERED BONDS. 3.1 The Issuer undertakes to inform the Principal Paying Agent and, in respect of the Registered Covered Bonds, the Registrar (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents Agents, as the case may be) of any new issue ultimately three two (32) Business Days prior to the relevant Issuer Issue Date. Subject to sub-clause Clause 3.2 below, after receipt of a (electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii3.1(c)(ii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in Deed(s) (in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), ) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
Issuer (ii) (ai) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (bii) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iiiii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participants; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBCCBC from the Issuer, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds holderBondholder.
3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and master Permanent Global Covered Bonds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date Issue Date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below.
3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons and, if required, Talons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile electronically by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond European bond market.
3.5 Where the relevant Principal Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be is authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Principal Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be is authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.
Appears in 1 contract
Samples: Agency Agreement
THE COVERED BONDS. 3.1 The Issuer undertakes to inform the Principal Paying Agent and, in respect of Registered Covered Bonds, the Registrar (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents Agents, as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Issue Date. Subject to sub-clause Clause 3.2 below, after receipt of a (electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii3.1(c)(ii) below the relevant Paying Agent or the Principal Paying Agents Agents, as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), ) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
Issuer (ii) (ai) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (bii) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iiiii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participants; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBC, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds holder.
3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and master Permanent Global Covered Bonds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date Issue Date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below.
3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond market.
3.5 Where the relevant Principal Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be is authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Principal Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be is authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.
Appears in 1 contract
Samples: Agency Agreement
THE COVERED BONDS.
3.1 The Issuer undertakes to inform the Principal Paying Agent (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Date. Subject to sub-clause 3.2 below3.3, after receipt of a (electronicfaxed) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii3.1(c)(ii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or Agent)and/or the Registered Covered Bonds Deed(s)(in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), ) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
Issuer (ii) (ai) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (bii) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iiiii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participants; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBCCBC from the Issuer, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds holder. The Registrar shall procure that the relevant holder of any Registered Covered Bonds pays any amount due upon issuance of the Registered Covered Bonds Deed to it and transfer any amount so received to an account specified by the Issuer.
3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and master Permanent Global Covered Bonds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below4.
3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond market.
3.5 Where the relevant Principal Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be is authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Principal Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be is authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.
Appears in 1 contract
Samples: Agency Agreement
THE COVERED BONDS. 3.1 The Issuer undertakes to inform the Principal Paying Agent and, in respect of the Registered Covered Bonds, the Registrar (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents Agents, as the case may be) of any new issue ultimately three two (32) Business Days prior to the relevant Issuer Issue Date. Subject to sub-clause Clause 3.2 below, after receipt of a (electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii3.1(c)(ii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: :
(a) prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; ;
(b) authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in Deed(s) (in respect of the Registrar); ;
(c) in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), ) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
Issuer (ii) (ai) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (bii) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iiiii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participants; and and
(d) in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBC, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds holderBondholder.
3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and master Permanent Global Covered Bonds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date Issue Date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below.
3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons and, if required, Talons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile electronically by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond market.
3.5 Where the relevant Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.and
Appears in 1 contract
Samples: Agency Agreement
THE COVERED BONDS.
3.1 The Issuer undertakes to inform Covered Bonds may be issued in series (each a "Series"), each tranche of which will be the Principal Paying Agent subject of a Final Terms (or each a "Final Terms") or, in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent Exempt Covered Bonds, a Pricing Supplement prepared by or the Principal Paying Agents as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Date. Subject to sub-clause 3.2 below, after receipt of a (electronic) copy of the Final Terms signed by the Issuer and the CBC, each on behalf of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
(ii) (a) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (b) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participants; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying relevant Dealer and:
(a) in the case of a Series in relation to which application has been made for admission to listing on the Official List of Euronext Dublin and to trading on its regulated market, filed with Euronext Dublin;
(b) in the case of a Series in relation to which application has been made for admission to listing on any other stock exchange, lodged with such stock exchange; and
(c) in the case of a Series in relation to which application has not been made for admission to such listing, attached to or incorporated by reference into each Covered Bond of such Series. Further Covered Bonds may be issued as part of an existing Series (each a "Tranche"), Covered Bonds in respect of which will be identical in all respects.
3.2 Covered Bonds may be issued in bearer form ("Bearer Covered Bonds"), in registered form ("Registered Covered Bonds"), or in uncertificated and dematerialised electronic book-entry form ("Finnish Covered Bonds") as specified in the relevant Final Terms.
3.3 Bearer Covered Bonds will be represented upon issue by a temporary global covered bond (a "Temporary Global Covered Bond") and will be exchangeable forty days after the completion (as determined by the Fiscal Agent shall ensure that or the Issuer) of the distribution of the Covered Bonds of each Tranche are assignedrepresented by such Temporary Global Covered Bond and upon due certification as described therein, as applicable, security numbers for a permanent global covered bond (including, a "Permanent Global Covered Bond") representing such Covered Bonds. Each Permanent Global Covered Bond will be exchangeable in whole (but not limited to, common codes and ISINsin part only) which are different from the security numbers assigned to for definitive bearer covered bonds ("Definitive Bearer Covered Bonds") in accordance with its terms.
3.4 Registered Covered Bonds of any other a Series shall be represented upon issue by either Individual Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Bond Certificates or a single Global Registered Covered Bonds DeedsBond, executed by which shall be deposited, on or on behalf prior to the Issue Date of the Issuer and the CBC, the Registrar shallsuch Series, on behalf of the Issuer and subscribers for the CBC, procure counter-execution by each holder of Registered Covered Bonds of represented thereby, with the required number of the relevant Registered Covered Bonds DeedRegistrar, safekeep a copy of such Registered Covered Bonds Deed duly executed, authenticated and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds holder.
3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and master Permanent Global Covered Bonds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond effectuated (if applicable) and as provided herein, for credit on the applicable master Permanent Issue Date to the accounts of the relevant Dealer or Dealers (or to such other accounts as they may direct) at Euroclear or Clearstream, Luxembourg.
3.5 Interests in each Global Registered Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by exchangeable, if so specified in the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds relevant Final Terms and Registered Covered Bonds Deeds in accordance with its terms and in accordance with the provisions of this Clause and Clause 4 belowAgreement, for Individual Covered Bond Certificates. Individual Covered Bond Certificates may be issued if the applicable Final Terms so provides.
3.4 3.6 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall shall:
(a) be in substantially the form (duly completed) set out in Schedule 1 (Form of Temporary Global Covered Bond);
(b) have attached thereto or incorporated by reference therein the Final Terms and the Conditions applicable thereto;
(c) be executed by the Issuer and authenticated by or on behalf of the Fiscal Agent; and
(d) in the case of Eurosystem Eligible NGCBs, and in the case of Non-Eligible NGCBs in respect of which the Issuer has notified the Fiscal Agent that effectuation is to be applicable, be effectuated by or on behalf of the Common Safekeeper.
3.7 Each Permanent Global Covered Bond shall:
(a) be in substantially the form (duly completed) set out in Schedule 2 (Form of Permanent Global Covered Bond);
(b) have attached thereto or incorporated by reference therein the Final Terms and Conditions applicable thereto;
(c) be executed by the Issuer and authenticated by or on behalf of the Fiscal Agent; and
(d) in the case of Eurosystem Eligible NGCBs, and in the case of Non-Eligible NGCBs in respect of which the Issuer has notified the Fiscal Agent that effectuation is to be applicable, be effectuated by or on behalf of the Trust Deed and Common Safekeeper.
3.8 Each Definitive Bearer Covered Bond shall, in each case, have Coupons :
(a) be in substantially the form attached thereto; (duly completed) set out in Schedule 3 (Form of Definitive Bearer Covered Bond);
(b) unless the contrary is specified in the relevant Final Terms, be in the format from time to time specified by the International Capital Market Association or any successor body thereto;
(c) be security printed on security paper;
(d) have a unique serial number printed thereon;
(e) if so specified in accordance with all the relevant Final Terms, have attached thereto at the time of their initial delivery, coupons ("Coupons");
(f) have endorsed thereon, attached thereto or incorporated by reference therein the Final Terms and Conditions applicable legal thereto; and
(g) be executed by the Issuer and stock exchange requirements; authenticated by or on behalf of the Fiscal Agent.
3.9 Each Individual Covered Bond Certificate shall:
(a) be in substantially the form (duly completed) set out in Schedule 4 (Form of Individual Covered Bond Certificate);
(b) have endorsed thereon, attached thereto or incorporated by reference therein the Final Terms and Conditions applicable thereto;
(c) have a unique certificate serial number printed thereonon them; and
(d) be executed in facsimile by the Issuer and authenticated by or on behalf of the Registrar.
3.10 Each Global Registered Covered Bond shall:
(a) be in substantially the form (duly completed) set out in Schedule 6 (Form of Global Registered Covered Bond) to this Agreement but with such modifications, amendments and additions as the relevant Dealer(s) and the Issuer shall have agreed to be necessary;
(b) have attached thereto the Final Terms and the Conditions applicable thereto; and
(c) be executed by a duly authorised officer of the issuer, or shall be a duplicate of the relevant master Global Registered Covered Bond supplied by the Issuer and shall be authenticated manually by the Registrar and, in the case of Covered Bonds to be held under the NSS, effectuated for or on behalf of Citibank Europe plc as Registrar.
3.11 Any facsimile signature affixed to a Covered Bond may be that of a person who is at the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice time of the international Eurobond market.
3.5 Where the relevant Paying Agent appointed for such Series creation and issue of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Paying Agent appointed for the relevant Series an authorised signatory for such purpose of Covered Bonds pursuant to Clause 2.5 shall be authorised by the Issuer notwithstanding that such person may for any reason (including death) have ceased to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds be such an authorised signatory at the time at which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered BondBond may be delivered.
Appears in 1 contract
Samples: Fiscal Agency Agreement
THE COVERED BONDS. 3.1 The Issuer undertakes to inform the Principal Paying Agent and, in respect of Registered Covered Bonds, the Registrar (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents Agents, as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Issue Date. Subject to sub-clause Clause 3.2 below, after receipt of a (electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii3.1(c)(ii) below the relevant Paying Agent or the Principal Paying Agents Agents, as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form NGN-Form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), ) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
Issuer (ii) (ai) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (bii) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iiiii) procure the deposit of the Global Covered Bond (not in NGN formNGN- Form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participants; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBC, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds holder.
3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and master Permanent Global Covered Bonds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date Issue Date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below.
3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond market.
3.5 Where the relevant Principal Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form NGN-Form to the specified Common Safekeeper for effectuation using electronic means, it shall be is authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Principal Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be is authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN formNGN-Form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.
Appears in 1 contract
Samples: Agency Agreement
THE COVERED BONDS.
3.1 The Issuer undertakes to inform the Principal Paying Agent (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) of any new issue ultimately three (3) 3 Business Days prior to the relevant Issuer Date. Subject to sub-clause 3.2 below, after receipt of a (electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii3.1(c)(ii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), ) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
Issuer (ii) (ai) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (bii) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iiiii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participants; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBC, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds holder.
3.3 The Issuer shall arrange for the unauthenticated applicable master Temporary Global Covered Bonds and master Permanent Global Covered Bonds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date and the obligations of the Principal Paying Agent under Clause 3.1 above shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below.
3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond market.
3.5 Where the relevant Principal Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be is authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Principal Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be is authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.
Appears in 1 contract
Samples: Agency Agreement
THE COVERED BONDS.
3.1 The Issuer undertakes to inform the Principal Paying Agent (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Date. Subject to sub-clause 3.2 3.3 below, after receipt of a (faxed or electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii3.1(c)(ii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: if applicable, prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in Deed(s) (in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), ) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
Issuer (ii) (ai) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (bii) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iiiii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participantsIssuer’s order unless otherwise agreed in writing; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBCCBC from the Issuer, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds Bond holder.
3.3 The Issuer shall may arrange for the unauthenticated applicable master Temporary Global Covered Bonds and Bonds, master Permanent Global Covered Bonds and Registered Covered Bonds Deeds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date and the obligations of the Principal Paying Agent under Clause 3.1 3.1(a) above and Clause 4.2(a) below shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below.
3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons and Talons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond European bond market.
3.5 Where the relevant Principal Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be is authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Principal Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be is authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.
Appears in 1 contract
Samples: Agency Agreement
THE COVERED BONDS. 3.1 The Issuer undertakes to inform the Principal Paying Agent (or in the case of Clause 3.1(c)(ii) and Clause 3.1(c)(iii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) of any new issue ultimately three (3) Business Days prior to the relevant Issuer Date. Subject to sub-clause 3.2 3.3 below, after receipt of a (faxed or electronic) copy of the Final Terms signed by the Issuer and the CBC, each of the Issuer and the CBC authorises the Principal Paying Agent and the Registrar and the Principal Paying Agent and the Registrar agree, to take such steps as are required and the Principal Paying Agent (or in the case of Clause 3.1(c)(iii3.1(c)(ii) below the relevant Paying Agent or the Principal Paying Agents as the case may be) shall: if applicable, prepare a (in respect of the Principal Paying Agent) Temporary Global Covered Bond and/or Permanent Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed(s) (as the case may be), by attaching a copy of the applicable Final Terms to a copy of the signed (in respect of the Principal Paying Agent) master Global Covered Bond or (in respect of the Registrar) Registered Covered Bonds Deed as the case may be; authenticate (or procure the authentication of) and, if applicable, give effectuation instructions in respect of the relevant Global Covered Bonds (in the case of the first Tranche of any Series of Covered Bonds) (in respect of the Principal Paying Agent) and/or the Registered Covered Bonds Deed(s)(in Deed(s) (in respect of the Registrar); in accordance with the applicable Final Terms, either:
(i) deliver a Temporary Global Covered Bond in NGN form to a specified Common Safekeeper together with instruction to such Common Safekeeper to effectuate the Global Covered Bond and instruct Euroclear or Clearstream, Luxembourg (as the case may be), ) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer;
Issuer (ii) (ai) in the case of Covered Bonds issued on a non-syndicated basis, to credit the Covered Bonds represented by the Global Covered Bonds to the Principal Paying Agent's distribution account and (bii) in the case of Covered Bonds issued on a syndicated basis, to hold the Covered Bonds represented by the Global Covered Bond to the Issuer's order; or
(iiiii) procure the deposit of the Global Covered Bond (not in NGN form) with Euroclear Nederland or with Euroclear or Clearstream, Luxembourg, or with (a depository for) any other agreed clearing system against confirmation from Euroclear Nederland or such other agreed clearing system that the Global Covered Bond is being held in safe custody in accordance with the terms of the most recent (if any) letter of undertaking from Euroclear Nederland or Euroclear or Clearstream, Luxembourg, or such other agreed clearing system to the Issuer and to instruct Euroclear Nederland or such other agreed clearing system to deliver the Covered Bonds represented by such Global Covered Bond to the accounts of its participantsIssuer’s order unless otherwise agreed in writing; and in case of a Temporary Global Covered Bond or Permanent Global Covered Bond, as the case may be, the Principal Paying Agent shall ensure that the Covered Bonds of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Covered Bonds of any other Covered Bonds Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche.
3.2 If and when the Registrar receives from the Issuer the required number of Registered Covered Bonds Deeds, executed by or on behalf of the Issuer and the CBCCBC from the Issuer, the Registrar shall, on behalf of the Issuer and the CBC, procure counter-execution by each holder of Registered Covered Bonds of the required number of the relevant Registered Covered Bonds Deed, safekeep a copy of such Registered Covered Bonds Deed and deliver a copy of the executed Registered Covered Bonds Deed to the relevant Registered Covered Bonds Bond holder.
3.3 The Issuer shall may arrange for the unauthenticated applicable master Temporary Global Covered Bonds and Bonds, master Permanent Global Covered Bonds and Registered Covered Bonds Deeds to be made available to or to the order of the Principal Paying Agent on or prior to the relevant issue date and the obligations of the Principal Paying Agent under Clause 3.1 3.1(a) above and Clause 4.2(a) below shall only apply if it holds the applicable master Temporary Global Covered Bond (if applicable) and the applicable master Permanent Global Covered Bond and/or sufficient Registered Covered Bonds Deeds (as the case may be), each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer and the CBC, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Covered Bonds, Permanent Global Covered Bonds and Registered Covered Bonds Deeds in accordance with this Clause and Clause 4 below.
3.4 Each Temporary Global Covered Bond shall be in substantially the form set out in Schedule 3 to the Trust Deed and each Permanent Global Covered Bond shall be in substantially the form set out in Schedule 4 to the Trust Deed. Each Definitive Covered Bond shall (a) be in substantially the form set out in Schedule 2 to the Trust Deed and shall, in each case, have Coupons and Talons in substantially the form attached thereto; (b) be printed in accordance with all applicable legal and stock exchange requirements; (c) have a unique certificate number printed thereon; (d) be executed in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and (e) otherwise be in accordance with the customary practice of the international Eurobond European bond market.
3.5 Where the relevant Principal Paying Agent appointed for such Series of Covered Bonds pursuant to Clause 2.5 delivers any authenticated Global Covered Bond in NGN form to the specified Common Safekeeper for effectuation using electronic means, it shall be is authorised and instructed to destroy the Global Covered Bond retained by it following its receipt of confirmation from such Common Safekeeper that the relevant Global Covered Bond has been effectuated.
3.6 The relevant Principal Paying Agent appointed for the relevant Series of Covered Bonds pursuant to Clause 2.5 shall be is authorised by the Issuer to instruct and shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Covered Bonds which are in NGN form, inter alia, to reflect the initial or increased Principal Amount Outstanding of the relevant Covered Bond, to reflect any exchange and any payments or shortfall thereof of interest and principal on the relevant Covered Bond.
Appears in 1 contract
Samples: Agency Agreement