11 LA SOSTENIBILIDAD DEL CENTRO HISTORICO
CENTRO HISTORICO DE LIMA
The Notes and the relevant Coupons constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank and will rank pari passu with all present and future unsecured and unsubordinated obligations of the Issuer and pari passu without any preference among themselves except for obligations given priority by law.
(b) Notes Guaranteed
The Notes are guaranteed as to payment of principal and Interest Amounts by the Guarantor upon the terms contained in the Guarantee.
(c) Ranking of Claims on the Guarantee
Claims in respect of the Guarantee constitute direct, unconditional, unsecured and unsubordinated obligations of the Guarantor and rank and will rank pari passu with all present and future unsecured and unsubordinated obligations of the Guarantor, without any preference among themselves and pari passu without any preference one above the other by reason of priority of date of issue, currency of payment or otherwise, except for obligations given priority by law.
3
Interest
The applicable Final Terms may specify one or more Interest Basis as being applicable to the Notes. Where more than one Interest Basis is applicable, the Notes shall bear interest in accordance with each of the
provisions of this Condition 3 that apply to each applicable Interest Basis. Where an Interest Basis specified in the applicable Final Terms is:
(i) Index Linked Interest Notes, then the provisions of this Condition 3 are subject to Condition 6; (ii) Equity Linked Interest Notes, then the provisions of this Condition 3 are subject to Condition 7; (iii) Inflation Linked Interest Notes, then the provisions of this Condition 3 are subject to Condition 8; and (iv) Currency Linked Interest Notes, then the provisions of this Condition 3 are subject to Condition 9. (a) Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest from (and including) its Interest Commencement Date at the rate(s) per annum (expressed as a percentage) equal to the Rate(s) of Interest specified in the applicable Final Terms. Interest will accrue in respect of each Interest Period (as defined in Condition 3(e)) and will be payable in arrear on the Interest Payment Date(s).
The Interest Amount (as defined in Condition 3(e)) payable on Fixed Rate Notes in respect of any Interest Period shall be calculated by applying the relevant Rate of Interest to:
(A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or (B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount,
and, in each case, multiplying such sum by the applicable Fixed Day Count Fraction, and rounding the resultant figure to the nearest two decimal places (or, in the case of Japanese Yen, the nearest whole unit) in the Specified Currency, 0.005 (or, in the case of Japanese Yen, half of one unit) being rounded upwards. Where the Specified Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note in accordance with this Condition 3(a) shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding.
For the purposes of these Conditions:
“Fixed Day Count Fraction” means, in respect of the calculation of an Interest Amount in accordance with this Condition 3(a):
(i) if “Actual/Actual (ICMA)” is specified in the applicable Final Terms:
(a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Period End Date (or, if none, the applicable Interest Commencement Date) to (but excluding) the relevant payment date (the “Accrual Period”) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or
(b) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
(1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days
in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and
(2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year;
(ii) if “Actual/Actual” or “Actual/Actual (ISDA)” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);
(iii) if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
(iv) if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Period End Date falling in a leap year, 366;
(v) if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
(vi) if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
Fixed Day Count Fraction =
360
D
D
M
M
30
Y
Y
360
2
1
2
1
2
1 where:“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;
(vii) if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
Fixed Day Count Fraction =
360 D D M M 30 Y Y 360 2 1 2 1 2 1where:
“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls; “Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“D1” is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and
“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;
(viii) if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
Fixed Day Count Fraction =
360 D D M M 30 Y Y 360 2 1 2 1 2 1 where:“Y1” is the year, expressed as a number, in which the first day of the Interest Period falls: “Y2” is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
“M2” is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
“D1” is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30;
“D2” is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; and
(ix) if “1/1” is specified in the applicable Final Terms, 1, where:
“Determination Period” means, for the purposes of Actual/Actual (ICMA) only, the period from (and including) a Determination Date to (but excluding) the next Determination Date (including where either the applicable Interest Commencement Date or final Interest Period End Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date).
(b) Interest on Floating Rate Notes, Index Linked Interest Notes, Equity Linked Interest Notes, Inflation Linked Interest Notes and Currency Linked Interest Notes
(i) Interest Period End Dates and Interest Payment Dates
Floating Rate Notes, Index Linked Interest Notes, Equity Linked Interest Notes, Inflation Linked Interest Notes and Currency Linked Interest Notes bear interest at the rate per annum (expressed as a percentage) equal to the rate of interest determined in accordance with Condition 3(b)(ii), from (and including) their Interest Commencement Date. Interest will accrue in respect of each Interest Period (as defined in Condition 3(e)) relating to an Interest Basis and will be payable in arrear on the applicable Interest Payment Date(s). The Interest Amount payable shall be calculated in accordance with Condition 3(b)(iv).
(ii) Rate(s) of Interest
The rate(s) of interest payable from time to time in respect of Notes that are Floating Rate Notes, Index Linked Interest Notes, Equity Linked Interest Notes, Inflation Linked Interest Notes and/or Currency Linked Interest Notes will be equal to the rate(s) of interest determined in accordance with this Condition 3(b)(ii), depending on the Interest Variable Option specified for each such applicable Interest Basis in the applicable Final Terms (each, a “Variable Rate of Interest”), but subject always to any minimum and/or maximum limits imposed on such Variable Rate of Interest in accordance with Condition 3(b)(iii).
For the purposes of any calculations required to calculate a Variable Rate of Interest, unless otherwise specified, all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 of a percentage point being rounded upwards).
(A) Screen Rate Determination
(1) For Floating Rate Notes in respect of which Screen Rate Determination is specified in the applicable Final Terms as the Interest Variable Option, the Variable Rate of Interest for an Interest Period will, subject as provided below, be the product of (a) either:
(I) the offered quotation; or
(II) the arithmetic mean of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at the Specified Time (as defined in Condition 3(b)(ii)(A)(4)) on the Interest Determination Date in question plus or minus the Margin (if any) (as indicated in the applicable Final Terms), all as determined by the Calculation Agent and (b) the Interest Multiplier specified in the applicable Final Terms.
(2) If the Reference Rate is specified in the applicable Final Terms to be LIBOR or EURIBOR, where:
(a) five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the
arithmetic mean (rounded as provided above) of such offered quotations; or
(b) the Relevant Screen Page is not available or if in the case of Condition 3(b)(ii)(A)(1)(I), no such offered quotation appears or, in the case of Condition 3(b)(ii)(A)(1)(II), fewer than three such offered quotations appear, in each case as at the Specified Time (as defined in Condition 3(b)(ii)(A)(4)), the Calculation Agent shall request each of the Reference Banks (as defined in Condition 3(b)(ii)(A)(4)) to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question and if on any Interest Determination Date:
(i) two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Variable Rate of Interest for such Interest Period shall be the product of (a) the arithmetic mean (rounded as provided above) of such offered quotations, plus or minus (as appropriate) the Margin (if any), and (b) the Interest Multiplier specified in the applicable Final Terms; or
(ii) fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the Variable Rate of Interest for the relevant Interest Period shall be the product of (a) the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is LIBOR, the London interbank market or, if the Reference Rate is EURIBOR, the Euro-zone interbank market, as the case may be, plus or minus (as appropriate) the Margin (if any) and (b) the Interest Multiplier specified in the applicable Final Terms,
all as determined by the Calculation Agent; or
(c) the Variable Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Variable Rate of Interest shall be determined as at the last preceding Interest Determination Date. (3) If the Reference Rate is CMS and no quotation appears on the Relevant Screen
Page at the Specified Time on the relevant Interest Determination Date, then the Variable Rate of Interest will be determined on the basis of the mid-market annual swap rate quotations provided by five leading swap dealers in the European inter-bank market at approximately the Specified Time on the relevant Interest Determination Date. The Calculation Agent will select the five swap dealers in its sole discretion and will request each of those dealers to
provide a quotation of its rate in accordance with market practice. If at least three quotations are provided, the Variable Rate of Interest for the relevant Interest Period will be the product of (a) the arithmetic mean (rounded as provided above) of the quotations, eliminating the highest and lowest quotations or, in the event, of equality, one of the highest and one of the lowest quotations plus or minus (as appropriate) the Margin (if any) and (b) the Interest Multiplier specified in the applicable Final Terms. If fewer than three quotations are provided, the Calculation Agent will determine the Variable Rate of Interest in its sole discretion.
(4) For the purposes of this Condition 3(b)(ii)(A):
“Reference Banks” means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market, and in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Calculation Agent in its sole discretion.
“Specified Time” means 11.00 a.m. (London time) in the case of LIBOR, 11.00 a.m. (Brussels time) in the case of EURIBOR, or 11.00 a.m. (Frankfurt time) in the case of CMS.
(B) Rates Variance
For Floating Rate Notes in respect of which Rates Variance is specified in the applicable Final Terms as the Interest Variable Option, the Variable Rate of Interest for each Interest Period will be the product of:
(1) [(𝑅𝑎𝑡𝑒1− {𝑅𝑎𝑡𝑒2 𝑥 𝑆𝐹}) ± 𝑀𝑎𝑟𝑔𝑖𝑛]; 𝑎𝑛𝑑
(2) the Interest Multiplier specified in the applicable Final Terms.
For the purpose of Condition 3(b)(ii)(B)(1), unless a fixed percentage is specified in the applicable Final Terms, the value of Rate1 and/or Rate2 for each Interest Period will be equal to the Variable Rate of Interest determined in accordance with Condition 3(b)(ii)(A) above, for which purpose only (a) the Reference Rate, Interest Determination Date and Relevant Screen Page are as set out in the Rates Variance paragraph of the applicable Final Terms, (b) the Interest Multiplier is 100 per cent. and (c) there is no Margin.
“SF” means the Scaling Factor specified in the applicable Final Terms. (C) Evolution of Underlying Equity
For Equity Linked Interest Notes in respect of which Evolution of Underlying Equity is specified in the applicable Final Terms as the Interest Variable Option, the Variable Rate of Interest for each Interest Period will be the product of:
(1) [({Equityt– [Equityt-1 ×SF]}
Equityt-1 ) ± Margin]; and
(2) the Interest Multiplier specified in the applicable Final Terms.
For the purpose of Condition 3(b)(ii)(C)(1), the value of Equityt for each Interest Period will be equal to the Reference Price (as defined in Condition 7(d)) determined (and
subject to adjustment) in accordance with Condition 7 in respect of the Valuation Date relating to such Interest Period, and the value of any Equityt-1 for each Interest Period will be equal to the Reference Price (as defined in Condition 7(d)) determined (and subject to adjustment) in accordance with Condition 7 in respect of the Valuation Date relating to the immediately preceding Interest Period (or, with respect to the first Interest Period following the Interest Commencement Date, the Equityinitial Valuation Date). “SF” means the Scaling Factor specified in the applicable Final Terms.
(D) Evolution of Basket of Underlying Equities
For Equity Linked Interest Notes in respect of which Evolution of Basket of Underlying Equities is specified in the applicable Final Terms as the Interest Variable Option, the Variable Rate of Interest for each Interest Period will be the product of:
(1) [({EquityBaskett – [EquityBaskett-1 ×SF]}
EquityBaskett-1 ) ± Margin]; and
(2) the Interest Multiplier specified in the applicable Final Terms.
For the purpose of Condition 3(b)(ii)(D)(1), the value of EquityBaskett for each Interest Period will be equal to the Reference Price (as defined in Condition 7(d)) determined (and subject to adjustment) in accordance with Condition 7 in respect of the Valuation Date relating to such Interest Period, and the value of any EquityBaskett-1 for each Interest Period will be equal to the Reference Price (as defined in Condition 7(d)) determined (and subject to adjustment) in accordance with Condition 7 in respect of the Valuation Date relating to the immediately preceding Interest Period (or, with respect to