Xxxxxx Bank Luxembourg S. A. and JPMorgan Chase Bank, at its specified office in New York, each as paying agent and transfer agent and the Trustee.
Xxxxxx Bank Luxembourg S. A., 5 xxx Xxxxxxx, X-0000, Xxxxxxxxxx, Xxxxx Xxxxx of Luxembourg (facsimile number (000) 0000 00000) for the attention of Manager, Capital Markets Fiduciary Services;
Xxxxxx Bank Luxembourg S. A. shall act as such repository unless and until some other person is, by written notice from such Issuer to X.X.
Xxxxxx Bank Luxembourg S. A., copied to the fiscal and paying agent and each Registrar, designated by such Issuer to act as such. Such Issuer shall cause each Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such Registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable.
Xxxxxx Bank Luxembourg S. A., at its office in Luxembourg at 0 Xxx Xxxxxxx, X-0000 Xxxxxxxxxx-Xxxxx, as its Paying Agent in Luxembourg. Upon its written acceptance of such appointment or execution of a copy of this Agreement, each Paying Agent shall have the powers and authority granted to and conferred upon it herein and in the Notes, and such further powers and authority, acceptable to it, to act on behalf of the relevant Issuer as such Issuer hereafter may grant to or confer upon it in writing. As used herein, “paying agencies” shall mean paying agencies maintained by a Paying Agent on behalf of an Issuer as provided elsewhere herein.
Xxxxxx Bank Luxembourg S. A. (the "Paying Agent," which expression shall include its successor or successors for the time being under the Agency Agreement).
Xxxxxx Bank Luxembourg S. A. as the Transfer Agent. The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
Xxxxxx Bank Luxembourg S. A. will be the Registrar for the Registered Notes (as defined below) and will also perform the duties specified herein and in the Fiscal Agency Agreement. JPMorgan Chase Bank, N.A. will also act as Calculation Agent with respect to the Notes unless a different Calculation Agent is appointed by an Issuer or the Guarantor with respect to a specific series of Notes. If the relevant Issuer issues any Notes denominated in Hong Kong dollars, the Principal Paying Agent will act through one of its branches or agencies located outside of Hong Kong and will request of Euroclear and Clearstream, Luxembourg (each as defined below) that the common depositary or, as the case may be, the common safekeeper, act through an office outside of Hong Kong, or as may otherwise be required by applicable laws or regulations. Series of Notes may be issued that will not be listed on any stock exchange. As used herein, the term ?series of Notes" shall refer to all Notes having identical terms but for authentication date and public offering price, and the term ?tranche of Notes" shall refer to all Notes having identical terms, including authentication date and public offering price. Notes will bear interest at a fixed rate per annum (the ?Fixed Rate Notes"), which may be zero in the case of certain original issue discount notes (the ?OID Notes"), or at floating rates per annum (the ?Floating Rate Notes"). Notes may be denominated in any currency, subject to any applicable laws and regulations (the ?Specified Currency"). Unless otherwise specified in the applicable Final Terms or Securities Note (as the case may be) (each as defined below), the Notes of each tranche will be in bearer form (?Bearer Notes") and will initially be represented by one or more temporary global Notes (each, a ?Temporary Global Note"), without interest coupons attached, and will (i) if the Global Note (as defined below) is intended to be issued in new global note (?NGN") form, as stated in the applicable Final Terms or Securities Note (as the case may be), be delivered on or prior to the original issue date of the tranche of Notes to a common safekeeper (the ?Common Safekeeper") for Euroclear Bank S.A./N.V., as operator of the Euroclear System (?Euroclear") and Cleamstream Banking, Soci?t? anonyme (?Clearstream, Luxembourg"); and (ii) if the Global Note is to be issued in classic global note (?CGN") form, be delivered to a common depositary located outside the United States (the ?Common Depositary") for Eurocle...
Xxxxxx Bank Luxembourg S. A., a corporation duly organized and existing under the laws of Luxembourg, as Luxembourg paying agent (the “Luxembourg Paying Agent”) and X.X. Xxxxxx Trust Bank Ltd. a corporation duly organized and existing under the laws of Japan, as principal paying agent (the “Principal Paying Agent” and together with the Luxembourg Paying Agent and the New York Paying Agent, the “Paying Agents”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to $[ ] principal amount of Restricted Securities held in definitive form (CUSIP No. 92908K AA 3) by [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Securities. In connection with such request and in respect of such Securities, the Transferor does hereby certify that (i) such Securities are owned by the Transferor and are being exchanged without transfer or (ii) such transfer has been effected pursuant to and in accordance with Rule I44A or Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”) and accordingly the Transferor does hereby further certify that:
Xxxxxx Bank Luxembourg S. A. as the office or agency where Registered Notes may be presented for payment, for registration of transfer and for exchange as in this Agreement provided. Such office of X.X. Xxxxxx Bank Luxembourg S.A. is also designated as repository pursuant to Section 4 for the master list of the names and addresses of the holders of Registered Notes.
