(together with all unmatured Coupons and Talons cancelled therewith) cannot be reissued or resold.
5.7 Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 5.1, 5.2 or 5.3 above or upon its becoming due and repayable as provided in Condition 8 (Events of Default) is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 5.4(c) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:
(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the relevant paying agent and notice to that effect has been given to the Noteholders in accordance with Condition 9, and the Accrual Yield were increased by the default interest specified under Section 6:48(1) of the Civil Code.
5.8 Provisions relating to the subscription and auction procedures in connection with the Notes
Notes may be offered under the Programme either by way of a subscription procedure pursuant to section 49 of the Capital Markets Act or an auction procedure pursuant to section 50 of the Capital Markets Act. For the purposes of this Condition 5.8, the terms:
(b) auction shall mean a method of offering Notes pursuant to which method the Issuer (subject to certain conditions) provides an opportunity to prospective investors to make an offer to purchase the respective Notes and the offers so received by the Issuer will be assessed by the Issuer in accordance with the respective conditions applicable to such auction procedure.
Since the Notes are issued in dematerialized form, a subscription or auction offer during the offering shall be accepted only if the respective investor has provided during the subscription or auction procedure the identification data of the respective securities intermediary operating such investor’s securities account as well as the number of its securities account and bank account held with the respective Mandated Lead Arranger or dealer.
Applications for the purchase of Notes may be made by a prospective investor to the respective Mandated Lead Arranger or dealer at the sale locations and during the business hours as set out in the applicable Final Terms by the submission of the respective duly completed subscription or auction forms to the respective Mandated Lead Arranger.
Each prospective investor should ascertain from the respective Mandated Lead Arranger or dealer when the respective Mandated Lead Arranger or dealer will require receipt of cleared funds from it in respect of its application for the purchase of any Notes and the manner in which payment should be made to the respective Mandated Lead Arranger or dealer.
Excess application monies will be returned (without interest) to applicants by no later than 7 days after the date that the offer period in relation to the respective Notes closes. Excess application monies will be returned (without interest) by wire transfer to the bank account as detailed on the application form or by any other method as the Issuer or the respective Mandated Lead Arranger or dealer deems to be appropriate.
If the Issuer receives subscriptions for the respective Notes in an amount equal to the aggregate principal amount of the Notes so offered, the Issuer may close the respective offer period before the scheduled end of such offer period, provided that the offer period shall not be shorter than 3 business days. The Issuer may also decline or accept applications which would exceed the aggregate principal amount of the Notes so offered.
The Issuer determines the minimum purchase price that will be accepted during the auction procedure in light of the offers. The Issuer will not accept any auction offers indicating a purchase price below this minimum purchase price and such offers will be void. The auction offers will be accepted in decreasing order of the purchase prices specified in the respective auction offers, starting from the auction offer indicating the highest purchase price (not exceeding) the maximum quantity determined with respect to the relevant Series of Notes.
6. TAXATION
All payments of principal and interest in respect of the Notes and Coupons by the Issuer will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer will not pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes or Coupons, as the case may be, in the absence of such withholding or deduction.
As used herein Tax Jurisdiction means France or Hungary or any political subdivision or any authority thereof or therein having power to tax.
7. PRESCRIPTION
Claims against the Issuer for payment under the Notes may not be prescribed unless otherwise permitted by Hungarian law.
8. EVENTS OF DEFAULT