(a) If the Specified Currency set out in the Final Terms is Turkish Lira and interests in the Notes are not
represented by a Global Note held by DTC (or a nominee thereof) or by a Global Note held under the NSS, the Noteholder thereof as of the applicable Record Date (if any) may, no more than 14 days and no less than five Business Days before the due date for the next payment of interest and/or principal on such Note (such period, the “USD Election Period”), give an irrevocable election to any Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) to receive such payment in US Dollars instead of Turkish Lira (each a “USD Payment Election”). Upon its receipt of such an election, the relevant Paying Agent or the Registrar (as applicable) shall notify the Fiscal Agent on the Business Day following each USD Election Period of the USD Payment Elections made by the Noteholders during such USD Election Period and, upon its receipt of such notification, the Fiscal Agent shall notify the Exchange Agent of the proportion of such interest and/or principal in respect of the Notes due on the Relevant Payment Date (as defined below) which is payable to Noteholders who have given a USD Payment Election (the "Lira Amount"). Upon receipt of the Lira Amount from the Issuer and by no later than 2.00pm (London time) on the Business Day prior to the Relevant Payment Date (as defined below), the Fiscal Agent shall transfer the Lira Amount to the Exchange Agent. Following receipt of the Lira Amount from the Fiscal Agent, the Exchange Agent shall provide for the Lira Amount to be converted into US Dollars and transferred to the Fiscal Agent for onward payment to the holders of such Notes on the Relevant Payment Date (as defined below) in accordance with the provisions of this Condition 7.8 and Clause 7.10 of the Agency Agreement.
Each USD Payment Election of a Noteholder will be made only in respect of the immediately following payment of interest and/or principal on the Notes the subject of such USD Payment Election and, unless a USD Payment Election is given in respect of each subsequent payment of interest and principal on those Notes, such payments will be made in Turkish Lira.
(b) Upon receipt of the Lira Amount from the Fiscal Agent pursuant to Condition 7.8(a), the Exchange Agent
shall purchase US Dollars with the Lira Amount for settlement on the due date on which the next payments of interest and/or principal are to be made in accordance with these Conditions (the “Relevant Payment
Date”) at a purchase price calculated on the basis of its own internal foreign exchange conversion
procedures, which conversion shall be conducted in a commercially reasonable manner and on a similar basis to that which the Exchange Agent would use to effect such conversion for its customers (such rate taking into account any spread, fees, commission or charges on foreign exchange transactions customarily charged by it in connection with such conversion) (the “Applicable Exchange Rate”).
(c) For the purposes of this Condition 7.8, neither the Exchange Agent nor the Issuer shall be liable to any
Noteholder, the Issuer or any third party for any losses whatsoever resulting from application by the Exchange Agent of the Applicable Exchange Rate. The Exchange Agent may rely conclusively on the basis on which its internal foreign exchange conversion rate (including, for the avoidance of doubt, any third party indices forming the basis for such conversation rates) for settlement has been determined and shall not be liable for losses associated with the basis for determination of such rate.
Each Agent shall be entitled to rely, without further investigation or enquiry, on any notification or irrevocable elections received by it or provided to it (including, without limitation, any calculation in respect of the Lira Amount) pursuant to this Condition 7.8 and shall not be liable to any party for any losses whatsoever resulting from acting in accordance with such notifications or irrevocable instructions or calculations even though, subsequent to its acting, it may be found that there was some defect in the notification or irrevocable instruction or the notification or irrevocable instruction was not authentic or an error existed in the calculations.
Any foreign exchange transaction effected by the Exchange Agent will generally be a transaction to buy or sell currency between: (i) on one part, the Issuer (acting through the Fiscal Agent, as an agent of the Issuer)
The Fiscal Agent as agent of the Issuer will enter into the foreign exchange transaction with the Exchange Agent or its affiliate acting as a principal for its own account, and not as an agent, fiduciary, or broker on behalf of the Issuer. In the sole and absolute discretion of the Exchange Agent the foreign exchange transaction may be transmitted by the Exchange Agent or any of its affiliates acting as principal for its own account to a sub-custodian. In forwarding certain foreign exchange transactions to the sub-custodian for execution, the Exchange Agent or its affiliate acting as principal for its own account does not, and will, not serve as agent, fiduciary, or broker on behalf of the Issuer.
The Issuer’s obligation to make payments on Notes the Specified Currency of which is Turkish Lira is limited to the specified Turkish Lira amount of such payments and, in the event that it fails to make any payment on such Notes in full on its due date, its obligation shall remain the payment of the relevant outstanding Turkish Lira amount and it shall have no obligation to pay any greater or other amount as a result of any change in the Applicable Exchange Rate between the due date and the date on which such payment is made in full.
(d) Following conversion of the Lira Amount to US Dollars in accordance with this Condition 7.8 and the
Agency Agreement, the Exchange Agent shall notify the Fiscal Agent of: (i) the total amount of US Dollars purchased with the relevant Lira Amount (the “USD Amount”), and (ii) the Applicable Exchange Rate at which such US Dollars were purchased by the Exchange Agent.
(e) On the Relevant Payment Date, the Fiscal Agent shall give notice to the Noteholders in accordance with
Condition 15 of the matters set out in Condition 7.8(d)(i) and (ii) above, in reliance on the information provided to it by the Exchange Agent in accordance with Condition 7.8(d).
(f) If, for illegality or any other reason, it is not possible for the Exchange Agent to purchase US Dollars with the Lira Amount, then the Exchange Agent shall promptly notify the Fiscal Agent accordingly. The Fiscal Agent shall as soon as practicable upon receipt of notification from the Exchange Agent in accordance with this Condition 7.8(f), notify the Noteholders of such event in accordance with Condition 15 and all payments on the Notes on the Relevant Payment Date will be made in Turkish Lira in accordance with this Condition 7, irrespective of whether or not a USD Payment Election was made in respect of such Notes. (g) To give a USD Payment Election in respect of a Note (or a beneficial interest herein):
(i) if such Note is in definitive form, then the Noteholder hereof must deliver at the specified office of any Paying Agent (with respect to Bearer Notes) or the Registrar (with respect to Registered Notes), on any Business Day falling within the USD Election Period, a duly signed and completed USD Payment Election in the form (for the time being current) obtainable from any specified office of any Paying Agent (the “USD Payment Election Notice”) and in which the holder must specify a USD bank account to which payment is to be made under this Condition 7.8 accompanied by this Note or evidence satisfactory to the Agent concerned that this Note will, following the delivery of the USD Payment Election, be held to the Agent’s order or under its control until the applicable US Dollar payment is made, and
(ii) if such Note is a Global Note, then the holder of a beneficial interest in this Global Note must, on any Business Day falling within the USD Election Period, give notice to any Paying Agent (with respect to Bearer Notes) or the Registrar (with respect to Registered Notes) of such exercise in accordance with the standard procedures of Euroclear, Clearstream, Luxembourg or DTC, as applicable (which may include notice being given on such holder’s instruction by Euroclear, Clearstream, Luxembourg, DTC or any depositary for any of them to any Paying Agent or the Registrar, as the case may be, by electronic means) in a form acceptable to Euroclear, Clearstream, Luxembourg or DTC, as applicable, from time to time.
(h) Notwithstanding any other provision in these Conditions to the contrary: (i) all costs (including any fees, charges, commission or spreads) of the purchase of US Dollars with the Lira Amount shall be borne pro
such Noteholders, (ii) none of the Issuer, any Agent or any other person shall have any obligation whatsoever to pay any related foreign exchange rate spreads, fees, charges, commissions or expenses or to indemnify any Noteholder against any difference between the pro rata portion of the USD Amount received by such Noteholder and the portion of the Lira Amount that would have been payable to the Noteholder if it had not made the relevant USD Payment Election and (iii) neither the Issuer nor any Agent shall not have any liability or other obligation to any Noteholder with respect to the conversion into US Dollars of any amount paid by it to the Fiscal Agent in Turkish Lira or the payment of any US Dollar amount to the applicable Noteholders.