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 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 appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to [specify relevant Series and Tranche] (the "Certificates") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) 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 24 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, and shall be construed in accordance with, English law and the provisions of Clause 35 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 this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................
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. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) 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 each 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 Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered Bonds, 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 Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms 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 Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:
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. 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. (A) THE HOLDER IS NOT ACQUIRING THIS CERTIFICATE OR AN INTEREST HEREIN WITH PLAN ASSETS OF ANY PLAN OR AN INDIVIDUAL RETIREMENT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”); OR (B) THE HOLDER’S PURCHASE AND HOLDING OF THIS CERTIFICATE OR AN INTEREST HEREIN ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF SECTION 406(A) OF ERISA AND SECTION 4975 OF THE CODE BY AN ADMINISTRATIVE CLASS PROHIBITED TRANSACTION EXEMPTION GRANTED BY THE DEPARTMENT OF LABOR. * This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company. Evidencing A Fractional Undivided Interest In The United Air Lines Pass Through Trust 2007-1C, The Property Of Which Shall Include Certain Equipment Notes Each Secured By An Aircraft Owned By United Air Lines, Inc. $[ ] Fractional Undivided Interest THIS CERTIFIES THAT , for value received, is the registered owner of a $ ( DOLLARS) Fractional Undivided Interest in the United Air Lines Pass Through Trust 2007-1C (the “Trust”) created by Wilmington Trust Company, as trustee (the “Trustee”), pursuant to a Pass Through Trust Agreement, dated as of June 26, 2007 (the “Basic Agreement”), between the Trustee and United Air Lines, Inc., a Delaware corporation (the “Company”), as supplemented by Trust Supplement No. 2007-1C thereto, dated as of June 26, 2007 (the “Trust Supplement” and, together with the Basic Agreement, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “United Air Lines Pass Through Certificates, Series 2007-1C” (herein called the “Certificates”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the holder of this Certificate (the “Certificateholder” and, together with all other holders of Certificates issued by the Trust, the “Certificateholders”) assents to and agrees to be bound by the provisions of the Agreement and the Intercreditor Agreement. The property of the Trust includes certain Equipment Notes, the Parent Guarantee with respect to such Equipment Notes and all rights of the...
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
