EITHER Sample Clauses

EITHER. (i) At the time of the transfer, and at the close of each of the Transferee's two fiscal years preceding the Transferee's fiscal year of transfer, the Transferee's gross assets for financial reporting purposes exceed $100 million and its net assets for financial reporting purposes exceed $10 million. For purposes of the preceding sentence, the gross assets and net assets of a Transferee do not include any obligation of any Related Person, as defined below, or any other asset if a principal purpose for holding or acquiring the other asset is to permit the Transferee to satisfy the conditions of this paragraph 15(a); (ii) The Transferee is an Eligible Corporation, as defined below, and hereby agrees that any subsequent transfer of the interest will be to another Eligible Corporation in a transaction that satisfies this Transfer Affidavit, including this paragraph 15(a); and

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●] Fax: [●] Attention: [●] [Calculation Agent] By: ........................................................... Date: To: [Paying Agent] EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] • transfer to [details of the relevant account maintained by the payee] with [name and address of the relevant bank].] All notices and communications relating to this Put Option Notice should be sent to the address specified below. Contact details: Signature of holder: 1 The Put Option Notice, duly completed and executed, shoul...

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Securities] (the “Securities”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Securities in respect of which you are named as Calculation Agent in the [Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of Securities) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 13.2 (Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter is governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 (Law and Jurisdiction) of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) (Redemption at the option of Noteholders) on [•]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................

EITHER. (a) the original recorded Mortgage with recording information thereon, together with a certified true copy of the original power-of-attorney showing the recording information thereon, if the Mortgage was executed by an attorney-in-fact; (b) a certified true copy of the Mortgage and of the power of attorney (if applicable), the originals of which have been transmitted for recording, until such time as the originals are returned by the public recording office; or (c) a copy of the Mortgage certified by the public recording office in those instances where the public recording office retains the original or the original is lost, together with a duplicate original mortgagee's certificate of title if the Mortgagee is registered under the Torrens system.

EITHER. [the offer of the Covered Bonds was not made to a person in the United States;

EITHER. [We hereby appoint you as Calculation Agent at your Specified Office detailed in the Confirmation as our agent in relation to [specify relevant Series of Notes] (the "Notes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We hereby appoint you as Calculation Agent at your Specified Office detailed in the Confirmation set out below as our agent in relation to each Series of Notes in respect of which you are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be) upon the terms of the Agency Agreement and (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 13.2 (Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by English law and the provisions of Clause 15 (Law and Jurisdiction) of the Agency Agreement shall apply to this letter as if set out herein in full. By:

EITHER. 16.9.1.1 For all overtime in excess of eight hours in any one day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; or 16.9.1.2 For all overtime in excess of 10 hours in any one day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and

EITHER. (i) The original Assignment of Mortgage in recordable form in blank or (ii) a copy of the Assignment of Mortgage certified as a true copy of the original Assignment of Mortgage by a Responsible Officer of the Unaffiliated Seller on the face of such copy substantially as follows: "certified true and correct copy of original which has been transmitted for recordation." Any such Assignments of Mortgage may be made by blanket assignments for Mortgage Loans secured by the Mortgaged Properties located in the same county, if permitted by applicable law.

EITHER. (A) THE ORIGINAL OF EACH LETTER OF CREDIT, IF ANY, CONSTITUTING ADDITIONAL COLLATERAL FOR SUCH MORTGAGE LOAN, WHICH SHALL BE ASSIGNED AND DELIVERED TO THE TRUSTEE ON BEHALF OF THE TRUST WITH A COPY TO BE HELD BY THE PRIMARY SERVICER (OR THE MASTER SERVICER), AND APPLIED, DRAWN, REDUCED OR RELEASED IN ACCORDANCE WITH DOCUMENTS EVIDENCING OR SECURING THE APPLICABLE MORTGAGE LOAN, THE POOLING AND SERVICING AGREEMENT AND THE PRIMARY SERVICING AGREEMENT OR (B) THE ORIGINAL OF EACH LETTER OF CREDIT, IF ANY, CONSTITUTING ADDITIONAL COLLATERAL FOR SUCH MORTGAGE LOAN, WHICH SHALL BE HELD BY THE PRIMARY SERVICER (OR THE MASTER SERVICER) ON BEHALF OF THE TRUSTEE, WITH A COPY TO BE HELD BY THE TRUSTEE, AND APPLIED, DRAWN, REDUCED OR RELEASED IN ACCORDANCE WITH DOCUMENTS EVIDENCING OR SECURING THE APPLICABLE MORTGAGE LOAN, THE POOLING AND SERVICING AGREEMENT AND THE PRIMARY SERVICING AGREEMENT (IT BEING UNDERSTOOD THAT SELLER HAS AGREED (A) THAT THE PROCEEDS OF SUCH LETTER OF CREDIT BELONG TO THE TRUST, (B) TO NOTIFY, ON OR BEFORE THE CLOSING DATE, THE BANK ISSUING THE LETTER OF CREDIT THAT THE LETTER OF CREDIT AND THE PROCEEDS THEREOF BELONG TO THE TRUST, AND TO USE REASONABLE EFFORTS TO OBTAIN WITHIN 30 DAYS (BUT IN ANY EVENT TO OBTAIN WITHIN 90 DAYS) FOLLOWING THE CLOSING DATE, AN ACKNOWLEDGEMENT THEREOF BY THE BANK (WITH A COPY OF SUCH ACKNOWLEDGEMENT TO BE SENT TO THE TRUSTEE) OR A REISSUED LETTER OF CREDIT AND (C) TO INDEMNIFY THE TRUST FOR ANY LIABILITIES, CHARGES, COSTS, FEES OR OTHER EXPENSES ACCRUING FROM THE FAILURE OF SELLER TO ASSIGN ALL RIGHTS TO THE LETTER OF CREDIT HEREUNDER INCLUDING THE RIGHT AND POWER TO DRAW ON THE LETTER OF CREDIT). IN THE CASE OF CLAUSE (B) ABOVE, ANY LETTER OF CREDIT HELD BY THE PRIMARY SERVICER (OR MASTER SERVICER) SHALL BE HELD IN ITS CAPACITY AS AGENT OF THE TRUST, AND IF THE PRIMARY SERVICER (OR MASTER SERVICER) SELLS ITS RIGHTS TO SERVICE THE APPLICABLE MORTGAGE LOAN, THE PRIMARY SERVICER (OR MASTER SERVICER) HAS AGREED TO ASSIGN THE APPLICABLE LETTER OF CREDIT TO THE TRUST OR AT THE DIRECTION OF THE SPECIAL SERVICER TO SUCH PARTY AS THE SPECIAL SERVICER MAY INSTRUCT, IN EACH CASE, AT THE EXPENSE OF THE PRIMARY SERVICER (OR MASTER SERVICER). THE PRIMARY SERVICER (OR MASTER SERVICER) HAS AGREED TO INDEMNIFY THE TRUST FOR ANY LOSS CAUSED BY THE INEFFECTIVENESS OF SUCH ASSIGNMENT;