Common use of CONTRACTUAL TERMS Clause in Contracts

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 15 September, 2005, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the Final Terms are available for viewing at [the offices of the Issuing and Principal Paying Agent and the office of any Paying Agent in Luxembourg] and copies may be obtained free of charge from [the Issuing and Principal Paying Agent and any Paying Agent in Luxembourg]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus dated [current date], which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the prospectuses dated [current date] and [original date]. Copies of such prospectuses are available for viewing at [address] and copies may be obtained free of charge from [address]. [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs. Italics denote directions for completing the Final Terms. ]

Appears in 1 contract

Sources: Programme Agreement (International Lease Finance Corp)

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus base prospectus dated 15 September, 2005, 14 July 2020 [and the supplemental base prospectus dated [•] which constitutes [together] constitute[s] a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive Regulation (Directive 2003/71/ECEU) 2017/1129 (the ‘‘"Prospectus Directive’’Regulation"). This document constitutes the Final Terms of the Notes described herein [for the a Include where Part B item 6(vi) of the Final Terms specifies "Applicable". purposes of Article 5.4 of the Prospectus Directive Regulation] and must be read in conjunction with the Base Prospectus. Full information on the Issuer Issuer[, the Guarantor] and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus [and the these Final Terms are Terms] [is] [are] available for viewing on the website of Euronext Dublin (▇▇▇▇://▇▇▇.▇▇▇.▇▇) and during normal business hours at [the offices of the Issuing Issuer[, the Guarantor] and the Principal Paying Agent and the office of any Paying Agent in Luxembourg] and copies may be obtained free of charge from [the Issuing and Principal Paying Agent and any Paying Agent in Luxembourgsuch offices]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘"Conditions’’") set forth in the Base Prospectus base prospectus dated [original date•] [and the supplemental prospectus dated [•]] which are incorporated by reference into the base prospectus dated 14 July 2020 [and the supplemental prospectus dated [•]], which [together] constitute[s] a base prospectus] (the "Base Prospectus") for the purposes Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This document constitutes the applicable Final Terms of the Notes described herein [for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) Regulation] and must be read in conjunction with the Base Prospectus dated [current date], which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached heretoProspectus. Full information on the Issuer Issuer[, the Guarantor] and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the prospectuses dated Base Prospectus. The Base Prospectus [current dateand these Final Terms] and [original date]. Copies of such prospectuses are is] [are] available for viewing on the website of Euronext Dublin (▇▇▇▇://▇▇▇.▇▇▇.▇▇) and during normal business hours at the offices of the Issuer[address, the Guarantor] and the Principal Paying Agent and copies may be obtained free of charge from such offices]. (i) Issuer: [addressCBQ Finance (P.S.Q.C.)] Limited/The Commercial Bank [(ii) Guarantor: The Commercial Bank (P.S.Q.C.)]. (ii) Tranche Number: [Include whichever •] (iii) Date on which the Notes will be consolidated and form a single Series: [•]/Not Applicable/ The Notes shall be consolidated, form a single series and be interchangeable for trading purposes with the [•] on [[•]/the Issue Date/the date that is 40 days after the Issue date/exchange of the following apply Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 21 below [which is expected to occur on or specify as ‘‘Not Applicable’’ (N/A)about [•]].] 3. Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs Specified Currency or sub- paragraphs. Italics denote directions for completing the Final Terms. Currencies: [•]

Appears in 1 contract

Sources: Euro Medium Term Note Programme

CONTRACTUAL TERMS. [Include where terms and conditions applied are those set out in this Base Prospectus.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 15 SeptemberMay 2025 [, 2005, as supplemented by the supplement[s] to the Base Prospectus dated [date of supplement][ and [date of supplement],]] which constitutes [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive Regulation (Directive 2003/71/ECEU) 2017/1129 (as amended) (together, the ‘‘Prospectus Directive’’"Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 8 of the Prospectus Directive Regulation (EU) 2017/1129 (as amended) and must be read in conjunction with the Base ProspectusProspectus in order to obtain all the relevant information. Full information on the Issuer Issuer[, the Guarantor] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the Final Terms are is available for viewing on the website of Euronext Dublin and during normal business hours at [the offices registered office of the Issuer and from the specified office of the Issuing and Principal Paying Agent and the office of any Paying Agent in Luxembourg] and copies may be obtained free of charge from [the Issuing and Principal Paying Agent and any Paying Agent in Luxembourg]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.] [Include where terms and conditions applied are those set out in a base prospectus other than this Base Prospectus.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus base prospectus dated [original date]14 February 2022][20 February 2023] (the "Terms and Conditions"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 8 of the Prospectus Directive Regulation (Directive 2003/71/ECEU) 2017/1129 (the ‘‘Prospectus Directive’’as amended) and must be read in conjunction with the Base Prospectus dated [current date], which constitutes a base prospectus for 4 The reference to the purposes UK MiFIR product governance legend may not be necessary if the Managers in relation to the Notes are not subject to UK MiFIR and therefore there are no UK MiFIR manufacturers. Depending on the location of the Prospectus DirectiveManagers, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the prospectuses dated [current date] and [original date]. Copies of such prospectuses are available for viewing at [address] and copies there may be obtained free of charge from [address]. [Include whichever of situations where either the following apply MiFID II product governance legend or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs UK MiFIR product governance legend or sub- paragraphs. Italics denote directions for completing the Final Terms. ]both are included.

Appears in 1 contract

Sources: Euro Medium Term Note Programme

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 15 September, 2005, [date] [and the supplemental Prospectus dated [date]] which constitutes [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base ProspectusProspectus [as so supplemented]. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Base ProspectusProspectus [as so supplemented]. The Base Copies of the Prospectus [and the Final Terms supplemental Prospectus] are available for viewing at [the offices of the Issuing and Principal Paying Agent and the office of any Paying Agent in Luxembourg] and copies may be obtained free of charge to the public at the registered office of the Issuer and from [the Issuing and Principal specified office of each of the Paying Agent and any Paying Agent in Luxembourg]Agents. [The following alternative language applies if the first tranche Tranche of an issue which is being increased was issued under a prospectus Prospectus with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘and Conditions’’) set forth in the Base Prospectus dated [original date] [and the supplemental Prospectus dated [date]]. This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus dated [current date] [and the supplemental Prospectus dated [date]], which constitutes [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive, save in respect of the Terms and Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the prospectuses Prospectus dated [original date] and [current date] [and the supplemental Prospectus dated [original date]]. Copies of such prospectuses Prospectuses are available for viewing at [address] and copies may be obtained free of charge to the public at the registered office of the Issuer and from [address]. the specified office of each of the Paying Agents.] [Include whichever of the following apply or specify as ‘‘"Not Applicable’’ " (N/A). Note that the numbering should remain as set out below, even if ‘‘"Not Applicable’’ " is indicated for individual paragraphs or sub- paragraphs. Italics denote directions subparagraphs.] [When completing any final terms or adding any other final terms or information including final terms at items 9, 10, 15, 16, 17 or 28 of Part A or in relation to disclosure relating to the interests of natural and legal persons involved in the issue/offer in Part B consideration should be given as to whether such terms or information constitute "significant new factors" and consequently trigger the need for completing a supplement to the Final Terms. Prospectus under Article 16 of the Prospectus Directive.] (a) Issuer: Abbey National Treasury Services plc (b) Guarantors: Santander UK plc and Abbey Covered Bonds LLP (a) Series Number: [•]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. Terms used herein shall will be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 15 September, 2005, [date] [and the supplemental Prospectus dated [date]] which constitutes [together] constitute[s] a base prospectus (the Prospectus) for the purposes of the Prospectus Directive (Directive 2003/71/EC) (as amended or superseded, the ‘‘Prospectus Directive’’). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base ProspectusProspectus [as so supplemented]. Full information on the Issuer and the Guarantor and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Base Prospectus. The Base Prospectus and the Final Terms are available for viewing at [the offices of the Issuing and Principal Paying Agent and the office of any Paying Agent in Luxembourg] and copies may be obtained free of charge from [the Issuing and Principal Paying Agent and any Paying Agent in Luxembourg]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus dated [current date], which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the prospectuses dated [current date] and [original date]. Copies of such prospectuses are available for viewing at [address] [and] ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html and copies may be obtained of the Prospectus [and the supplemental Prospectus] are available free of charge from [address]. [Include whichever to the public at the Executive Offices of the Issuer and from the specified office of each of the Paying Agents. The Guarantor is not now, and, immediately following apply the issuance of the Covered Bonds pursuant to the Trust Deed, will not be, a "covered fund" for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly known as the ▇▇▇▇▇▇▇ Rule. In reaching this conclusion, although other statutory or specify regulatory exemptions under the Investment Company Act of 1940, as ‘‘Not Applicable’’ (N/A)amended, and under the ▇▇▇▇▇▇▇ Rule and its related regulations may be available, the Guarantor has relied on the exemption from registration set forth in Section 3(c)(5) of the Investment Company Act of 1940, as amended. Note that See "Certain ▇▇▇▇▇▇▇ Rule Considerations" in the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs. Italics denote directions for completing the Final Terms. Prospectus dated [date].

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions terms and conditions of the Covered Bonds (the Conditions) set forth in the Base Prospectus prospectus dated 15 September, 2005[] [and the supplement to the prospectus dated []] ([together,] the Prospectus), which constitutes constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) EC (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the Covered Bond Guarantor and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the Final Terms are available for viewing at [the offices Pursuant to Article 14(2) of the Issuing and Principal Paying Agent and Prospectus Directive, the Offering Circular is available, free of charge, at the registered office of any Paying Agent in Luxembourg] the Issuer and on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) and copies may be obtained obtained, free of charge charge, from [the Issuing and registered office of the Principal Paying Agent and any Paying Agent in Luxembourg]. at Winchester House, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇.]/ [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions terms and conditions of the Covered Bonds (the ‘‘Conditions’’) set forth in the Base Prospectus prospectus dated [original date] which are incorporated by reference in the prospectus dated []. This document constitutes the Final Terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) EC (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus prospectus dated [current date] [and the supplement[s] to the prospectus dated [], [ and []]] which constitutes [together] constitute[s] a base prospectus (the Prospectus) for the purposes of the Prospectus Directive, save in respect of including the Conditions which are extracted from incorporated by reference in the Base Prospectus dated [original date] and are attached heretoProspectus. Full information on the Issuer and the Covered Bond Guarantor and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the prospectuses dated [current date] and [original date]Prospectus. Copies Pursuant to Article 14(2) of the Prospectus Directive, copies of such prospectuses Prospectus are available for viewing available, free of charge, at [address] the registered office of the Issuer and on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) and copies may be obtained obtained, free of charge charge, from [address]. [Include whichever the registered office of the following apply or specify as ‘‘Not Applicable’’ Principal Paying Agent at Winchester House, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇.] 1. (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs. Italics denote directions for completing the Final Terms. a) Series Number: []

Appears in 1 contract

Sources: Covered Bond Programme

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus prospectus supplement dated 15 September[•] (the “prospectus supplement ”) and the accompanying prospectus dated [•] (together, 2005, which the “Prospectus”). The prospectus supplement constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms final terms of the Notes bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes bonds is only available on the basis of the combination of these Final Terms final terms and the Base Prospectus. The Base Prospectus and the Final Terms are is available for viewing at [the offices Head Office of the Issuing and Principal Paying Agent and the office of any Paying Agent in Luxembourg] Issuer, Minerals & Energy Centre, 6▇ ▇▇▇▇ ▇▇▇▇▇▇, Brisbane, Queensland 4000, Australia, and copies may be obtained free of charge from [the Issuing and Principal Paying Agent and any Paying Agent in listing agent, Deutsche Bank Luxembourg S.A., 2 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-1115 Luxembourg]. The pricing supplement will be published on the Luxembourg Stock Exchange’s website. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus prospectus supplement dated [original date]] and the accompanying prospectus dated [•] (together, the “Prospectus”). This document constitutes the Final Terms final terms of the Notes bonds described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus prospectus supplement dated [current date], which constitutes a base prospectus for the purposes of the Prospectus DirectiveDirective (Directive 2003/71/EC) (the “Prospectus Directive”)(hereinafter, the “Base Prospectus”), save in respect of the Terms and Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes bonds is only available on the basis of the combination of these Final Terms final terms, the prospectus supplement and the prospectuses dated [current date] and [original date]Prospectus. Copies of such prospectuses the prospectus supplement and Prospectus are available for viewing at [address] the Head Office of the Issuer, Minerals & Energy Centre, 6▇ ▇▇▇▇ ▇▇▇▇▇▇, Brisbane, Queensland 4000, Australia, and copies may be obtained free of charge from [address]the listing agent, Deutsche Bank Luxembourg S.A., 2 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-1115 Luxembourg. [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphssubparagraphs. Italics denote directions for completing the Final Termspricing supplement.] [When adding any other final terms or information at, for example, item 19 of Part A or in relation to disclosure relating to the interests of natural and legal persons involved in the issue/offer in Part B consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.] 1. ](i) Issuer: Queensland Treasury Corporation

Appears in 1 contract

Sources: Distribution Agreement (State of Queensland Australia)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 15 September, 2005, 25 June 2014 which constitutes constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the ‘‘effect that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive’’"). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Base Prospectus. The Base Copies of the Prospectus and the Final Terms are available for viewing at [the offices of the Issuing and Principal Paying Agent and the office of any Paying Agent in Luxembourg] and copies may be obtained free of charge to the public at the registered office of the Issuer and from [the Issuing and Principal specified office of each of the Paying Agent and any Paying Agent in Luxembourg]Agents. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the ‘‘"Terms and Conditions’’") set forth in the Base prospectus dated [●] which are incorporated by reference in the Prospectus dated [original date]. This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the ‘‘effect that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive’’) "), as amended, to the extent that such amendments have been implemented in a Member State, and must be read in conjunction with the Base Prospectus dated [current date], which constitutes constitute[s] a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the prospectuses Prospectus dated [current date] and [original date]. Copies of such prospectuses the Prospectus are available for viewing at [address] ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇/investors/debt-investors.aspx and copies may be obtained are available free of charge from [address]. [Include whichever to the public at the registered office of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that Issuer and from the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs. Italics denote directions for completing specified office of each of the Final Terms. Paying Agents.]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions terms and conditions of the Covered Bonds (the Conditions) set forth in the Base Prospectus prospectus dated 15 September, 2005[] [and the supplement to the prospectus dated []] ([together,] the Prospectus), which constitutes constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) EC (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer Issuer, the Guarantor and the Covered Bond Guarantor and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the Final Terms are available for viewing at [the offices Pursuant to Article 14(2) of the Issuing and Principal Paying Agent and Prospectus Directive, the Offering Circular is available, free of charge, at the registered office of any Paying Agent in Luxembourg] the Issuer and on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) and copies may be obtained obtained, free of charge charge, from [the Issuing and registered office of the Principal Paying Agent and any Paying Agent in Luxembourg]. at Winchester House, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇.]/ [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions terms and conditions of the Covered Bonds (the ‘‘Conditions’’) set forth in the Base Prospectus prospectus dated [original date] which are incorporated by reference in the prospectus dated []. This document constitutes the Final Terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) EC (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus prospectus dated [current date] [and the supplement[s] to the prospectus dated [], [ and []]] which constitutes [together] constitute[s] a base prospectus (the Prospectus) for the purposes of the Prospectus Directive, save in respect of including the Conditions which are extracted from incorporated by reference in the Base Prospectus dated [original date] and are attached heretoProspectus. Full information on the Issuer Issuer, the Guarantor and the Covered Bond Guarantor and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the prospectuses dated [current date] and [original date]Prospectus. Copies Pursuant to Article 14(2) of the Prospectus Directive, copies of such prospectuses Prospectus are available for viewing available, free of charge, at [address] the registered office of the Issuer and on the website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) and copies may be obtained obtained, free of charge charge, from [address]. [Include whichever the registered office of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out belowPrincipal Paying Agent at Winchester House, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs. Italics denote directions for completing the Final Terms. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇.]

Appears in 1 contract

Sources: Covered Bond Programme

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Base Prospectus dated 15 September8 September 2017 [and the supplement[s] to it dated [date] [and [date]], 2005, including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive – remove for unlisted Notes] and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the Final Terms are available for viewing at [the offices A summary of the Issuing and Principal Paying Agent and Notes (which comprises the office summary in the Prospectus as amended to reflect the provisions of any Paying Agent in Luxembourg] and copies may be obtained free these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of charge from [the Issuing and Principal Paying Agent and any Paying Agent in Luxembourg]London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html. [The following alternative language applies if the first tranche Tranche of an issue which is being increased was issued under a prospectus Prospectus or Offering Circular with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the ‘‘Conditions’’) set forth in and extracted from the Base Prospectus Prospectus/Offering Circular dated [original date]] and which are incorporated by reference in the Prospectus dated 8 September 2017. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) – remove for unlisted Notes] and must be read in conjunction with the Base Prospectus dated 8 September 2017, including the Conditions which are incorporated by reference in it [current and the supplement[s] to it dated [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the prospectuses dated Prospectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html.] The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure (for the purpose of the Prospectus, [current datethe Terms and Conditions of the Notes set forth in the Prospectus]/[the Conditions] and [original date]. Copies of such prospectuses are available for viewing at [address] and copies may be obtained free of charge from [address]these Final Terms) in the relevant Member State. [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs(in which case the sub-paragraphs of the paragraphs which are not applicable can be deleted). Italics denote directions guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes will be consolidated and form a single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of the Series] on [insert date/the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 25 below [which is expected to occur on or about [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus [ ] days’ accrued interest in respect of the period from and including [insert date] to, but excluding [insert date] (if applicable)] (i) Specified Denominations: [ ] [N.

Appears in 1 contract

Sources: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 15 September, 2005, [●] which constitutes constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the ‘‘effect that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive’’"). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Base Prospectus. The Base Copies of the Prospectus and the Final Terms are available for viewing at [the offices of the Issuing and Principal Paying Agent and the office of any Paying Agent in Luxembourg] and copies may be obtained free of charge to the public at the registered office of the Issuer and from [the Issuing and Principal specified office of each of the Paying Agent and any Paying Agent in Luxembourg]Agents. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the ‘‘"Terms and Conditions’’") set forth in the Base prospectus dated [●] which are incorporated by reference in the Prospectus dated [original date]. This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the ‘‘effect that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive’’) "), as amended, to the extent that such amendments have been implemented in a Member State, and must be read in conjunction with the Base Prospectus dated [current date], which constitutes constitute[s] a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the prospectuses Prospectus dated [current date] and [original date]. Copies of such prospectuses Prospectuses are available for viewing at [address] and copies may be obtained free of charge from [address]. [Include whichever to the public at the registered office of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that Issuer and from the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs. Italics denote directions for completing specified office of each of the Final Terms. Paying Agents.]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Base Prospectus dated 15 September11 September 2015 [and the supplement[s] to it dated [date] [and [date]], 2005, including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive – remove for unlisted Notes] and must be read in conjunction with the Base Prospectus. Full information on the Issuer and 8 Include this wording where a Non-exempt Offer of Notes is anticipated. the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of the London Stock Exchange at h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/news/market-news/market-news-home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus or Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the “Conditions”) set forth in and extracted from the Prospectus/Offering Circular dated [original date] and which are incorporated by reference in the Prospectus dated 11 September 2015. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive – remove for unlisted Notes] and must be read in conjunction with the Prospectus dated 11 September 2015, including the Conditions which are incorporated by reference in it [and the supplement[s] to it dated [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus has been published on the website of the London Stock Exchange at h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/news/market-news/market-news-home.html.] The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure (for the Final Terms are available for viewing at purpose of the Prospectus, [the offices Terms and Conditions of the Issuing and Principal Paying Agent and the office of any Paying Agent in Luxembourg] and copies may be obtained free of charge from [the Issuing and Principal Paying Agent and any Paying Agent in Luxembourg]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘Conditions’’) Notes set forth in the Base Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus dated [current date], which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original dateProspectus]/[the Conditions] and are attached hereto. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and Terms) in the prospectuses dated [current date] and [original date]. Copies of such prospectuses are available for viewing at [address] and copies may be obtained free of charge from [address]relevant Member State. [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphs(in which case the sub-paragraphs of the paragraphs which are not applicable can be deleted). Italics denote directions guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes will be consolidated and form a single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of the Series] on [insert date/the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 25 below [which is expected to occur on or about [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ]

Appears in 1 contract

Sources: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 15 September16 January 2009 which[, 2005, which as supplemented by the supplement to the Base Prospectus dated [date] (the ‘‘Supplement’’),] constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) EC (the ‘‘Prospectus Directive’’). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus, as so supplemented. Full information on the Issuer Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus, as so supplemented. The Base Prospectus [is/and the Final Terms are Supplement are] available for viewing at [on the offices website of the Issuing and Principal Paying Agent and Regulatory News Service operated by the office of any Paying Agent in Luxembourg] London Stock Exchange (at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇-▇▇/▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇) and copies may be obtained free during normal business hours at the specified offices of charge from the [Paying Agents for the Issuing and Principal Paying Agent and any Paying Agent time being in Luxembourg, The Netherlands and Germany/Domiciliary Agent]. [The following alternative language applies if the first tranche of an issue which is being increased was issued under a prospectus Base Prospectus with an earlier date.] . Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth in the Base Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) EC (the ‘‘Prospectus Directive’’) and must be read in conjunction with the Base Prospectus dated [current date]] which[, which as supplemented by the supplement to the Base Prospectus dated [date] (the ‘‘Supplement’’),] constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are attached hereto. Full information on the Issuer Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of these Final Terms and the prospectuses Base Prospectuses dated 16 January 2009 [current date(as so supplemented)] and [original date]. Copies of such prospectuses Base Prospectuses [and the Supplement] are available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange (at [address] ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇-▇▇/▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇) and copies may be obtained free during normal business hours at the specified offices of charge from the [addressPaying Agents for the time being in Luxembourg, The Netherlands and Germany/Domiciliary Agent]. .] [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or sub- paragraphssubparagraphs. Italics denote directions for completing the Final Terms. ].] [When adding any other final terms or information consideration should be given as to whether such terms or information constitute ‘‘significant new factors’’ and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.] [If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.] 1 (a) Issuer: [Brandbrew S.A.] [Anheuser-▇▇▇▇▇ InBev SA/NV] [other New Issuer] (Note that, in the case of Notes issued by a New Issuer, a supplement to or replacement of the Base Prospectus may need to be prepared in respect of the New Issuer)

Appears in 1 contract

Sources: Euro Medium Term Note Programme