Common use of EITHER Clause in Contracts

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

Appears in 5 contracts

Samples: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement, Issue and Paying Agency Agreement

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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 SecuritiesNotes] (the “SecuritiesNotes”) 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 of the Agency Agreement 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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English by Italian 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 Assicurazioni Generali S.p.A. By: ] FORM OF CONFIRMATION........................................................... Assicurazioni Generali S.p.A. By: ...........................................................

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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 SecuritiesNotes] (the “SecuritiesNotes”) 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 of the Agency Agreement 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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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 Assicurazioni Generali S.p.A. By: ] FORM OF CONFIRMATION........................................................... Assicurazioni Generali S.p.A. By: ...........................................................

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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 15.2 (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 18 (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 Act 1999 to enforce any term of such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] [MB FUNDING LUX SA] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 2 contracts

Samples: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement

EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation as our agent Issuer [and the Guarantor] in relation to [specify relevant Series of the Securities] (, and shall perform all matters expressed to be performed by the “Securities”) upon Calculation Agent in, and shall otherwise comply with, the terms Conditions and the provisions of the Agency Agreement for the purposes specified and, in the Agency Agreement and in the Conditions and connection therewith, shall take all matters such action as may be incidental thereto.] OR [. We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuer [and the Guarantor] in relation to each Series of Securities in respect of which you we are named as Calculation Agent in the [Drawdown Prospectus or Securities Note (as the case may be)] upon , and shall perform all matters expressed to be performed by the terms of the Agency Agreement Calculation Agent in, and shall otherwise comply with (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 and, in connection therewith, shall take all such action as may be incidental thereto. For 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 purposes of [the exercise Securities] [each such Series of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete Securities] 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 our specified office and communication details are 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 follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By(the Issuer) [Details of issue] (the Certificates) When completed this Physical Delivery Confirmation Notice should be sent by authenticated swift message (to be confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Certificates being exercised, with a copy to the [Fiscal Agent] [Italian Paying Agent1]and to the Issuer or, if the Physical Delivery Confirmation Notice relates to Certificates represented by Definitive Certificates, should be delivered along with the Certificates to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Certificateholder or any other person for any loss or damage to any Definitive Certificates deposited with it, unless such loss or damage was caused by the fraud or negligence of the Issuer or its directors, officers or employees. To: [Euroclear Bank S.A./N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX B–0000 Xxxxxxxx Belgium]* or: [Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]* or: Monte Titoli S.p.A. Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx* or: Name and address of other relevant Clearing System* or: [[MEDIOBANCA Banca di Credito Finanziario S.p.A. By/ [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Services) [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] FORM OF CONFIRMATION* 1 Delete as appropriate depending on whether the Certificates are cleared in Monte Titoli or not * Delete as applicable If this Physical Delivery Confirmation Notice is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]*), or is not copied to the [Fiscal Agent] [Italian Paying Agent]* and the Issuer immediately after being delivered or sent to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other Clearing System] (or, in the case of Definitive Certificates, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System], in consultation with the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the Issuer and copied to the Fiscal Agent). This Physical Delivery Confirmation Notice should be completed and delivered as provided in the terms and conditions of the Certificates [as amended and/or supplemented by the relevant provisions of the applicable Final Terms][included in the Drawdown Prospectus] (the Conditions). Expressions defined in such Conditions shall bear the same meanings herein. This Physical Delivery Confirmation Notice will be null and void unless the beneficial owner certifies on the date of exercise that such owner is not a “U.S. person” as such term may be defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and no securities or other property have been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with this Physical Delivery Confirmation Notice. 1 Name(s) and Address(es) of [Certificateholders][Monte Titoli Accountholder]: Name …………………………………………………. Address ………………………………………………….

Appears in 2 contracts

Samples: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 14.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (Law and JurisdictionGoverning Law) 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:

Appears in 1 contract

Samples: Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or 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 SecuritiesNotes) 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 14.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (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 Act 1999 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 ACEA S.p.A. By: ] FORM OF CONFIRMATIONBy:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “SecuritiesNotes”) 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 Notes 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 SecuritiesNotes) 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 16.2 (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 19 (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 Act 1999 to enforce any term of such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] [MB FUNDING LUX SA] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “SecuritiesNotes”) 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 14.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (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.] RYANAIR LIMITED By: RYANAIR HOLDINGS PLC By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement (Ryanair Holdings PLC)

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or 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 SecuritiesNotes) 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 and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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.Atrium European Real Estate Limited / Atrium Finance Issuer B.V. / Atrium Finance Limited] By: [Atrium European Real Estate Limited By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION:]

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “SecuritiesNotes”) 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 Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or 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 SecuritiesNotes) 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.BANCA DI CREDITO FINANZIARIO S.P.A.] [MEDIOBANCA INTERNATIONAL (LuxembourgLUXEMBOURG) S.A.] By: ................................................................ By: ................................................................ [MEDIOBANCA Banca di Credito Finanziario S.p.A. BANCA DI CREDITO FINANZIARIO S.P.A. By: ] FORM We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] 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 Guarantor] 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] 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 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes], 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 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: ........................................................................ ........................................................................ ........................................................................ ........................................................................ ........................................................................ ........................................................................ OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form, such Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant Clearing System and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent. of the Italian Law Notes] and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned holder of the Permanent Global Note exercises its option to have [currency] [amount] of the Notes redeemed accordance with Condition 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] on [date]. [END OF CONFIRMATIONOPTIONS] Payment should be made by [complete and delete as appropriate]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: Date: [To be completed by Paying Agent:] Received by:....................................................................... [Signature and stamp of Paying Agent:] At its office at..................................................................... ............................................................................................ On.......................................................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus Offering Circular or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) 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 and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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 LONDON STOCK EXCHANGE GROUP PLC [MEDIOBANCA - Banca di Credito Finanziario S.p.A.as Issuer] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.as Guarantor] By: [LSEGA FINANCING PLC as Issuer By: :] [MEDIOBANCA Banca di Credito Finanziario S.p.A. LSEG NETHERLANDS B.V. as Issuer By: ] FORM OF CONFIRMATION:]

Appears in 1 contract

Samples: Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 16.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 18 (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 SAMPO PLC]/[IF P&C INSURANCE HOLDING LTD (Luxembourg) S.A.PUBL)] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus Offering Circular or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) 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 and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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 Act 1999 to enforce any term of such agreement. Yours faithfully LONDON STOCK EXCHANGE GROUP PLC [MEDIOBANCA - Banca di Credito Finanziario S.p.A.as Issuer] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.as Guarantor] By: [LSEGA FINANCING PLC as Issuer By: :] [MEDIOBANCA Banca di Credito Finanziario S.p.A. LSEG NETHERLANDS B.V. as Issuer By: ] FORM OF CONFIRMATION:]

Appears in 1 contract

Samples: Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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 CONFIRMATIONfaithfully

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 14.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (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 Act 1999 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:

Appears in 1 contract

Samples: Agency Agreement

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 SecuritiesNotes] (the “SecuritiesNotes”) 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 Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or 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 SecuritiesNotes) 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 15.2 (Changes in Agents – 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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 18 (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:

Appears in 1 contract

Samples: Fiscal Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or 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 SecuritiesNotes) 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 14.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 [17] (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 Act 1999 to enforce any term of such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] Pandora A/S By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Pricing Supplement or 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 SecuritiesNotes) 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 and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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 COMPASS GROUP PLC [MEDIOBANCA - Banca di Credito Finanziario S.p.A.as Issuer] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.as Guarantor] By: [COMPASS GROUP FINANCE NETHERLANDS B.V. By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION:]

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “SecuritiesNotes”) 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 Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or 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 SecuritiesNotes) 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.BANCA DI CREDITO FINANZIARIO S.P.A.] [MEDIOBANCA INTERNATIONAL (LuxembourgLUXEMBOURG) S.A.] By: .................................................................... By: .................................................................... [MEDIOBANCA Banca di Credito Finanziario S.p.A. BANCA DI CREDITO FINANZIARIO S.P.A. By: ] FORM We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] 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 Guarantor] 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] 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 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes], 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 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: ............................................................................ ............................................................................ ............................................................................ ............................................................................ ............................................................................ ............................................................................ OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 4(h) (Redemption at the option of * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form, such Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant Clearing System and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent. holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned holder of the Permanent Global Note exercises its option to have [currency] [amount] of the Notes redeemed accordance with Condition 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] on [date]. [END OF CONFIRMATIONOPTIONS] Payment should be made by [complete and delete as appropriate]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: Date: [To be completed by Paying Agent:] Received by:....................................................................... [Signature and stamp of Paying Agent:] At its office at..................................................................... ............................................................................................ On.......................................................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note Offering Circular (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) 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 and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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 Act 1999 to enforce any term of such agreement. Yours faithfully LONDON STOCK EXCHANGE GROUP PLC [MEDIOBANCA - Banca di Credito Finanziario S.p.A.as Issuer] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.as Guarantor] By: [LSEGA FINANCING PLC as Issuer By: :] [MEDIOBANCA Banca di Credito Finanziario S.p.A. LSEG NETHERLANDS B.V. as Issuer By: ] FORM OF CONFIRMATION:] [LSEG US FIN CORP. as Issuer By:]

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”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.] 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 Notes in respect of which you are named as Calculation Agent in the [applicable Final Terms or 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 SecuritiesNotes) 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 14.4 (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 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 15 16 (Law and JurisdictionDispute Resolution) 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 Act 1999 to enforce any term of such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL CBQ FINANCE LIMITED (Luxembourgas Issuer) S.A.] By: THE COMMERCIAL BANK (P.S.Q.C.) (as Issuer) By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. THE COMMERCIAL BANK (P.S.Q.C.) (as Guarantor) By: ] FORM OF CONFIRMATION:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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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 SecuritiesCovered Bonds] (the “Securities”"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.] 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 Covered Bonds in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesCovered Bonds) 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 14.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (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:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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:

Appears in 1 contract

Samples: Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [Drawdown Prospectus relevant Applicable Transaction Terms, or Securities Note (as the case may be)] , the relevant Drawdown Prospectus, upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) 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 22.3 (RevocationTermination of Appointment) thereof thereof, or 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 Letter and all non-contractual obligations arising from or connected with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 27 (Contractual Recognition and Acknowledgment of Bail-in Powers) and Clause 28 (Governing 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:

Appears in 1 contract

Samples: Agency Agreement

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 [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 [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

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesCovered Bonds] (the “Securities”"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.] 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 Covered Bonds in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesCovered Bonds) 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 14.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (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 Act 1999 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:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “SecuritiesNotes”) 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 of the Agency Agreement 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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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 Assicurazioni Generali S.p.A. By: ] FORM OF CONFIRMATION........................................................... Assicurazioni Generali S.p.A. By: ]

Appears in 1 contract

Samples: Fiscal Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Pricing Supplement or Drawdown Prospectus or Securities Note Offering Circular (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) 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 14.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 [16] (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 Act 1999 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:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 of the Agency Agreement 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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English by Italian 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 Assicurazioni Generali S.p.A. By: ] FORM OF CONFIRMATION…………………………………… Assicurazioni Generali S.p.A. By: ……………………………………

Appears in 1 contract

Samples: Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or 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 SecuritiesNotes) 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.] By: [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. A.] By: We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] FORM OF CONFIRMATIONin 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 Guarantor] 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: [ ] Email: [ ]] Attention: [ ] [Calculation Agent] By: Date: To: [PAYING AGENT] and Structured Note Issuance Programme guaranteed in the case of Notes issued by MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. by 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 Base Condition 4(f) (Redemption at the option of holders of Notes), 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 Base Condition 4(f) (Redemption at the option of holders of Notes) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: ……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Notes] (the "Notes") in accordance with Base Condition 4(f) (Redemption at the option of holders of Notes) and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned holder of the Permanent Global Note exercises its option to have * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form, such Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant Clearing System and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent. [currency] [amount] of the Notes redeemed accordance with Base Condition 4(f) (Redemption at the option of holders of Notes) on [date]. Payment should be made by [complete and delete as appropriate]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: Date: [To be completed by Paying Agent: ] Received by: ……………………………………… [Signature and stamp of Paying Agent: ] At its office at ……………………………………… ……………………………………………………….. On ………………………………………………….. and

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 clause 14.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 clause 17 (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.] ADIF-Alta Velocidad By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Fiscal Agency Agreement

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 SecuritiesNotes] (the “SecuritiesNotes”) 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 Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or 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 SecuritiesNotes) 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 15.2 (Changes in Agents – 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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (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 Act 1999 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 CONFIRMATIONfaithfully

Appears in 1 contract

Samples: Fiscal Agency Agreement

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 SecuritiesNotes] (the “Securities”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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 15.2 (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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (Law and JurisdictionGoverning Law) 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 Act 1999 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:

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation form of confirmation set out below (the Confirmation) as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 14.2 (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. [Consider whether it is appropriate to include contractual recognition of bail-in where there is an EU 27 bank party.] This letter is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (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:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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 SecuritiesNotes] (the “Securities”"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.] 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 Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or 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 SecuritiesNotes) 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 of the Agency Agreement 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 and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, 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. 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 Act 1999 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 Assicurazioni Generali S.p.A. By: ] FORM OF CONFIRMATION…………………………………… Assicurazioni Generali S.p.A. By: ……………………………………

Appears in 1 contract

Samples: Agency Agreement

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