EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) (Redemption at the option of Noteholders) on [•]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 2 contracts
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer and the Guarantors Confirmation set out below as our agent in relation to [specify relevant Series and Tranche] (the Notes, and shall perform all matters expressed to be performed by "Certificates") upon the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions terms of the Agency Agreement and, for the purposes specified in connection therewith, shall take the Agency Agreement and the Conditions and all such action as may be matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer and the Guarantors Confirmation set out below as our agent in relation to to: (a) each Series of Notes in respect of which we you are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus (as upon the case may be), terms of the Agency Agreement and shall perform all matters expressed to be performed by the Calculation Agent in, Conditions and shall otherwise comply with (in relation to each such Series of NotesSeries) the Conditions applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement andor the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection therewithwith it are governed by, and shall take all such action as may be incidental thereto. For construed in accordance with, English law and the purposes provisions of [the Notes] [each such Series Clause 35 of Notes] and the Agency Agreement our specified office and communication details are shall apply to this letter as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent if set out herein in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) (Redemption at the option of Noteholders) on [•]full. This Notice relates A person who is not a party to the Note(sagreement described in this letter has no right under the Contracts (Rights of Third Parties) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantors 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 Guarantors 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 Offering Circular 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: Deutsche Bank AG, London Branch [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent Agent1 in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of the Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................. .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * 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 or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. 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.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer and the Guarantors Confirmation as our agent in relation to [specify relevant Series of Certificates] (the Notes, and shall perform all matters expressed to be performed by "Certificates") upon the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions terms of the Agency Agreement and, for the purposes specified in connection therewith, shall take the Agency Agreement and in the Conditions and all such action as may be matters incidental thereto. .] [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer and the Guarantors Confirmation set out below as our agent in relation to each Series of Notes Certificates in respect of which we you are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus (as upon the case may be), terms of the Agency Agreement 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 NotesCertificates) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement andor the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection therewithwith it are governed by, and shall take all such action as may be incidental thereto. For construed in accordance with, English law and the purposes provisions of [the Notes] [each such Series Clause 32 of Notes] and the Agency Agreement our specified office and communication details are shall apply to this letter as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] 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) Act 1999 to enforce any term of this agreement. Yours faithfully By: Date.............................................................. By: To.............................................................. By: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) (Redemption at the option of Noteholders) on [•]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .......................................................................................................................
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantors 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 Issuers and the Guarantors 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: SCHEDULE 5 To: Deutsche Bank AG, London Branch [Paying Agent]/[Registrar] Euro Medium Term Note Programme [Guaranteed by Hemsö Fastighets AB] PUT OPTION NOTICE* OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................
Appears in 2 contracts
Samples: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus 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: Deutsche Bank AG, London Branch [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 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [ ] Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Paying Agent] XXXXXXXX - Società per azioni EUR 4,000,000,000 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(g) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(g) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .................................................................................................................. 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 9(g) (Redemption at the option of Noteholders) 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 in accordance with Condition 9(g) (Redemption at the option of Noteholders) on [date]. [END OF OPTIONS] Payment should be made by [complete and delete as appropriate]: 1 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] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee's risk by uninsured airmail post to [name of addressee] at [addressee's address]. • transfer to [details of the relevant account maintained by the payee] with [name and address of the relevant bank]. All notices and communications relating to this Put Option Notice should be sent to the address specified below. Name of holder: ................................................... 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 .................................................. We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the "Notes") having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated 31 May 2023 relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... Dated: [date] [PAYING AGENT]
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer Issuers and the Guarantors 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 Issuers and the Guarantors Guarantor in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: Telex: [ [ ] ] Fax: [ ] Attention: [ [ ] ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [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 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... * 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 or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate 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.
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the [specify relevant Issuer and the Guarantors 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 [specify relevant Issuer and the Guarantors 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 (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicablePaying Agent] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(f) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(f) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment EXECUTED and DELIVERED as Calculation a DEED ) by RYDER LIMITED acting by ) [two directors] [a director and its secretary] ) ___________________________________Director’s name ___________________________________Director’s signature ___________________________________Director’s [/Secretary’s] name ___________________________________Director’s [/Secretary’s] signature EXECUTED and DELIVERED as a DEED ) by RYDER LIMITED acting by ) a director in the presence of ) ___________________________________Director’s signature ___________________________________Director’s name Witness’ signature: ___________________________________ Witness’ name: ___________________________________ Witness’ address: _________________________________________________________________________________________________________ Witness’ occupation: ___________________________________ EXECUTED and DELIVERED as a DEED ) by RYDER SYSTEMS HOLDINGS (UK) LIMITED ) acting by [two directors] [a director and its secretary] ) ___________________________________Director’s name ___________________________________Director’s signature ___________________________________Director’s [/Secretary’s] name ___________________________________Director’s [/Secretary’s] signature EXECUTED and DELIVERED as a DEED ) by RYDER SYSTEMS HOLDINGS (UK) LIMITED ) acting by a director in the presence of ) ___________________________________Director’s signature ___________________________________Director’s name Witness’ signature: ___________________________________ Witness’ name: ___________________________________ Witness’ address: _________________________________________________________________________________________________________ Witness’ occupation: ___________________________________ Date Loan Type Amount of Loan Amount ofPrincipalPaid orPrepaid Balance ofPrincipalUnpaid Notation Made By Bank of America, N.A, London Branch, as U.K. Agent Dear Sir or Madam: Reference is made to that certain Second Amended and Restated Global Revolving Credit Agreement, dated as of September 28, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Issuer “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Credit Agreement) by and among (i) Ryder System, Inc., a corporation organized under the laws of Florida (“Ryder”), Ryder Limited, a corporation organized under the laws of England and Wales (“Ryder Limited”) and Ryder System Holdings (UK) Limited, a corporation organized under the laws of England and Wales (“RSH” and together with Ryder Limited, the “U.K. Borrowers”), and the Guarantors in relation other Borrowers party thereto, (ii) the Banks from time to the Notestime party thereto , (iii) Bank of America, N.A., as Administrative Agent, a Domestic Swing Line Lender and an Issuing Bank, (iv) Royal Bank of Canada, as Canadian Agent, (v) Bank of America, N.A, London Branch, as U.K. Agent, and shall perform all matters expressed to be performed by (vi) the Calculation Agent in, other Swing Line Lenders and shall otherwise comply with, the Conditions and Issuing Banks party thereto. In accordance with the provisions of §2.7(c) of the Agency Agreement andCredit Agreement, notice is hereby given of our intention to borrow a U.K. Loan denominated in [Sterling][Euros][U.S. Dollars], in connection therewiththe principal amount of [£][EU][$]_______________, on _________ __, 20 (the “Drawdown Date”). Such Loan shall take all such action as may be incidental theretoa [U.K. LIBOR Rate Loan with an Interest Period of _______ months] [EURIBOR Rate Loan with an Interest Period of __________ months]. We hereby accept our appointment as Calculation Agent This notice and the confirmation signatures of the Issuer authorized official of Ryder evidenced herewith or produced separately and submitted herewith shall constitute certification of compliance by Ryder Limited, RSH and Ryder as to the Guarantors in relation matters set xxxxx xx §00 of the Credit Agreement. Thank you for your attention to each Series this matter. Yours sincerely, RYDER LIMITED By: _______________________________________ Name: Title: RYDER SYSTEM HOLDING (UK) LIMITED By: _______________________________________ Name: Title: The above notice is hereby confirmed on behalf of Notes in respect Ryder by: By: _______________________________________ Name: Title: Bank of which we are named America, N.A., as Calculation Agent U.K. Swing Line Lender Ladies and Gentlemen: Reference is made that certain Second Amended and Restated Global Revolving Credit Agreement, dated as of September 28, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed thereto in the relevant Final Terms or Drawdown Prospectus Credit Agreement) by and among (as i) Ryder System, Inc., a corporation organized under the case may belaws of Florida (“Ryder”), Ryder Limited, a corporation organized under the laws of England and Wales (“Ryder Limited”) and Ryder System Holdings (UK) Limited, a corporation organized under the laws of England and Wales (“RSH” and together with Ryder Limited, the “U.K. Borrowers”), and shall perform all matters expressed the other Borrowers party thereto, (ii) the Banks from time to be performed by the Calculation Agent intime party thereto , (iii) Bank of America, N.A., as Administrative Agent, a Domestic Swing Line Lender and an Issuing Bank, (iv) Royal Bank of Canada, as Canadian Agent, (v) Bank of America, N.A., London Branch, as U.K. Agent, and shall otherwise comply with (in relation to each such Series of Notesvi) the Conditions other Swing Line Lenders and Issuing Banks party thereto. In accordance with the provisions of Section 2.13(b) of the Agency Agreement andCredit Agreement, notice is hereby given of our intention to borrow a U.K. Swing Line Loan denominated in [Sterling][Euros][U.S. Dollars], in connection therewith, shall take all such action as may be incidental thereto. For the purposes principal amount of [£][EU][$]___________, on _________ __, 20__ (the Notes] [each “Drawdown Date”). The Swing Line Loan Maturity Date relating to such Series of Notes] Loan shall be _________ __, 20__. This notice and the Agency Agreement our specified office confirmation signatures of the authorized official of Ryder evidenced herewith or produced separately and communication details are submitted herewith shall constitute certification of compliance by the U.K. Borrowers and Ryder as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] to the matters set xxxxx xx §00 of the Credit Agreement. Thank you for your attention to this matter. Yours sincerely, RYDER LIMITED By: Date_________________________________ Name: ToTitle: Deutsche Bank AG, London Branch OPTION RYDER SYSTEM HOLDINGS (UK) LIMITED By: _________________________________ Name: Title: §1. DEFINITIONS AND RULES OF INTERPRETATION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed §1.1. Definitions 1 §1.2. Rules of Interpretation 34 §1.3. Accounting Terms 35 §1.4. Currency Equivalents 36 §1.5. Times of Day 36 §1.6. Letter of Credit Amounts 36 §2. THE CREDIT FACILITIES 36 §2.1. Commitment to Lend 36 §2.2. Facility Fees 39 §2.3. Reduction of Commitments 40 §2.4. Reallocation of Commitments 41 §2.5. The Notes and Loan Accounts 43 §2.6. Interest on Loans 44 §2.7. Requests for Loans 45 §2.8. Election of LIBOR Rate; Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) (Redemption at the option of Noteholders), the undersigned holder Election; Interest Periods; Minimum Amounts 47 §2.9. Funds for Loans 48 §2.10. Maturity of the Notes specified below Loans 49 §2.11. Optional Prepayments or Repayments of Loans 49 §2.12. The Domestic Swing Line 50 §2.13. The U.K. Swing Line 54 §2.14. The Canadian Swing Line 58 §2.15. Cash Collateral 62 §2.16. Defaulting Banks 63 §2.17. Sharing of Payments by Banks 65 §2.18. Lending Offices 65 §2.19. Extension of Maturity Date 66 §3. BANKERS’ ACCEPTANCES 67 §3.1. Acceptance and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) (Redemption at the option Purchase 67 §3.2. Refunding Bankers’ Acceptances 69 §3.3. Acceptance Fee 70 §4. LETTERS OF CREDIT 70 §4.1. Letter of Noteholders) on [•]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................Credit Commitments 70
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus 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: Telex: [ [ ] ] Fax: [ ] Attention: [ [ ] ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Paying Agent] / [Registrar] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) 9.5 (Redemption at the option of NoteholdersNoteholders (Investor Put)), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) 9.5 (Redemption at the option of NoteholdersNoteholders (Investor Put)) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................ ................................................................... ................................................................... ................................................................... ................................................................... ...................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer Issuers and the Guarantors 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 Issuers and the Guarantors Guarantor in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: Telex: [ [ ] ] Fax: [ ] Attention: [ [ ] ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [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 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... * 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 or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................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.
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantors 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 Guarantors Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Pricing Supplement 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: Deutsche Bank AG, London Branch [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 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders) on the Noteholders)on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors 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 Guarantors 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 (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of 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: [ [•] FaxEmail: [ [•] Attention: [ [•] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Recipient Paying Agent] DEERE & COMPANY/XXXX DEERE CAPITAL CORPORATION] PUT OPTION 1 (NOTICE1 DEFINITIVE NOTES) - NOTES [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) [10(e)] (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) [10(e)] (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus 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: [ ] FaxEmail: [ ] Attention: [ [ ] ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Paying Agent] Euro Medium Term Note Programme PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(f) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(f) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .................................................................................................................. 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 9(f) (Redemption at the option of Noteholders) 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 9(f) (Redemption at the option of Noteholders) on [date].
Appears in 1 contract
Samples: Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Paying Agent] XXXXXXXX - Società per azioni EUR 4,000,000,000 PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(g) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(g) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .................................................................................................................. 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 9(g) (Redemption at the option of Noteholders) 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 in accordance with Condition 9(g) (Redemption at the option of Noteholders) on [date]. [END OF OPTIONS] Payment should be made by [complete and delete as appropriate]: 1 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] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee's risk by uninsured airmail post to [name of addressee] at [addressee's address]. transfer to [details of the relevant account maintained by the payee] with [name and address of the relevant bank]. All notices and communications relating to this Put Option Notice should be sent to the address specified below. Name of holder: ................................................... 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 .................................................. PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the "Notes") having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated 8 June 2021 relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... Dated: [date] [PAYING AGENT]
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [ ] Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Paying Agent] XXXXXXXX - Società per azioni EUR 4,000,000,000 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(g) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(g) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .................................................................................................................. 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 9(g) (Redemption at the option of Noteholders) 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 in accordance with Condition 9(g) (Redemption at the option of Noteholders) on [date]. [END OF OPTIONS] Payment should be made by [complete and delete as appropriate]: 1 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] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee's risk by uninsured airmail post to [name of addressee] at [addressee's address]. • transfer to [details of the relevant account maintained by the payee] with [name and address of the relevant bank]. All notices and communications relating to this Put Option Notice should be sent to the address specified below. Name of holder: ................................................... 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 .................................................. We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the "Notes") having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated 30 May 2024 relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... Dated: [date] [PAYING AGENT]
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer Issuers and the Guarantors 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 Issuers and the Guarantors Guarantor in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Telex: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Paying Agent] and as Issuers and as Guarantor (in the case of Notes issued by CBQ Finance Limited) U.S.$5,000,000,000 Euro Medium Term Note Programme PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders) 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 9(e) (Redemption at the option of Noteholders) and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned Holder of the 1 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 or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................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. Permanent Global Note exercises its option to have [currency] [amount] of the Notes redeemed accordance with Condition 9(e) (Redemption at the option of Noteholders) on [date].
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the NotesInstruments, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Terms and Conditions and the provisions of the Issue and Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes Instruments in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be)Pricing Supplement, 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 NotesInstruments) the Terms and Conditions and the provisions of the Issue and Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the NotesInstruments] [each such Series of NotesInstruments] and the Issue and Paying Agency Agreement our specified office and communication details are as follows: Address: [ Telex: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch OPTION [For the purposes of Article 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with of the above Paying Agent Protocol annexed to the Convention on Jurisdiction and the Enforcement of Judgments in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) (Redemption Civil and Commercial Matters signed at the option of Noteholders)Brussels on 27 September 1968, the undersigned holder expressly and specifically agrees in the terms of Clause 15.02 and 15.03 of the Notes specified below Issue and deposited with Paying Agency Agreement as it is incorporated into this Put Option Notice exercises its option to have such Notes redeemed letter agreement.]/10/ [ ] ________________________________________________________________________________ /10/ Insert only where Calculation Agent is domiciled in accordance with Condition 8(e) (Redemption at the option of Noteholders) on [•]Luxembourg. This Notice relates to the Note(s) bearing the following certificate numbers By: SIGNATURES CAPITAL ONE BANK By: /s/ ----------------------- S. XXXX XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, LONDON OFFICE as Issue and in the following denominationsPaying Agent, and Calculation Agent By: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ........................................................./s/ ----------------------- X. XXXXXXXXX XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE as Paying Agent By: /s/ ----------------------- X. XXXXXXXXX
Appears in 1 contract
Samples: Issue and Paying Agency Agreement (Capital One Financial Corp)
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantors 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. 1 Insert Contractual Recognition of Bail-in language if the Calculation Agent is subject to BRRD We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantors Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Pricing Supplement 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: Deutsche Bank AG, London Branch [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 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders) on the Noteholders)on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................ ................................................................... ................................................................... ................................................................... ................................................................... ...................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus the relevant Pricing Supplement (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: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [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 8(e9(e)(i) (Redemption and Purchase – Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e)(i) (Redemption and Purchase – Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .................................................................................................................... ........................................................... ........................................................... ........................................................... ........................................................... ...........................................................
Appears in 1 contract
Samples: Fiscal and Paying Agency Agreement
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer and the Guarantors Confirmation as our agent in relation to [specify relevant Series of Certificates] (the Notes, and shall perform all matters expressed to be performed by "Certificates") upon the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions terms of the Agency Agreement and, for the purposes specified in connection therewith, shall take the Agency Agreement and in the Conditions and all such action as may be matters incidental thereto. .] [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer and the Guarantors Confirmation set out below as our agent in relation to each Series of Notes Certificates in respect of which we you are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus (as upon the case may be), terms of the Agency Agreement 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 NotesCertificates) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement andor the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection therewithwith it are governed by, and shall take all such action as may be incidental thereto. For construed in accordance with, English law and the purposes provisions of [the Notes] [each such Series Clause 32 of Notes] and the Agency Agreement our specified office and communication details are shall apply to this letter as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By: Date.............................................................. By: To.............................................................. By: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) (Redemption at the option of Noteholders) on [•]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .......................................................................................................................
Appears in 1 contract
Samples: Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [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 Senior Notes] (the "Senior Notes") in accordance with Senior Condition 8(e11(f) (Redemption at the option of Noteholders), the undersigned holder Holder of the Senior Notes specified below and deposited with this Put Option Notice exercises its option to have such Senior Notes redeemed in accordance with Senior Condition 8(e11(f) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Senior Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus 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: Deutsche Bank AG, London Branch [Paying Agent] / [Registrar] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) 9.5 (Redemption at the option of NoteholdersNoteholders (Investor Put)), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) 9.5 (Redemption at the option of NoteholdersNoteholders (Investor Put)) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................ ................................................................... ................................................................... ................................................................... ................................................................... ...................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantors 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. 1 Insert Contractual Recognition of Bail-in language if the Calculation Agent is subject to BRRD We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantors Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Pricing Supplement 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: Deutsche Bank AG, London Branch [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 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders) on the Noteholders)on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) (Redemption at the option of Noteholders) on [•]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Fiscal Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG[Citibank N.A., London Branch Citigroup Centre Canada Square Canary Wharf Xxxxxx X00 0XX Xxxxxx Xxxxxxx] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e10(f) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e10(f) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................ ................................................................... ................................................................... ................................................................... ................................................................... ...................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantors 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 Guarantors 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: Deutsche Bank AG[PAYING AGENT] Dear Sirs, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Base Condition 8(e) [8.8] (Redemption at the option of NoteholdersNoteholders Put Option), 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 8(e) [8.8] (Redemption at the option of NoteholdersNoteholders Put Option) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… 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 [8.8] (Noteholders Put Option) and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned holder of the Permanent Global Note * 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. exercises its option to have [currency] [amount] of the Notes redeemed accordance with Base Condition [8.8] (Noteholders Put Option) 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 ………………………………………………….. MEDIOBANCA - Banca di Credito Finanziario S.p.A. PUT OPTION NOTICE1 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the "Notes") having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated 12 September 2024 relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. ……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… Dated: [date] [PAYING AGENT] By: ……………………………………………………….. duly authorised 1 A Receipt will only be issued in the case of a Definite Note.
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be)Pricing Supplement, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicablePaying Agent] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e8(d) (Redemption and Purchase – Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e8(d) (Redemption and Purchase – Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ................................................................................................................................. ......................................................................... ........................................................................ ......................................................................... ........................................................................ .........................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [ ] Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Paying Agent] XXXXXXXX - Società per azioni EUR 4,000,000,000 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(g) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(g) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .................................................................................................................. 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 9(g) (Redemption at the option of Noteholders) 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 in accordance with Condition 9(g) (Redemption at the option of Noteholders) on [date]. [END OF OPTIONS] Payment should be made by [complete and delete as appropriate]: 1 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] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee's risk by uninsured airmail post to [name of addressee] at [addressee's address]. • transfer to [details of the relevant account maintained by the payee] with [name and address of the relevant bank]. All notices and communications relating to this Put Option Notice should be sent to the address specified below. Name of holder: ................................................... 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 .................................................. We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the "Notes") having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [•] June 2022 relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... Dated: [date] [PAYING AGENT]
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus 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: Deutsche Bank AG, London Branch [Paying Agent] Euro Medium Term Note Programme PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(f) (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(f) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................…………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. 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 9(f) (Redemption at the option of Noteholders) 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 9(f) (Redemption at the option of Noteholders) on [date]. Payment should be made by [complete and delete as appropriate]: 1 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] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] - transfer to [details of the relevant account maintained by the payee] with [name and address of the relevant bank].] All notices and communications relating to this Put Option Notice should be sent to the address specified below. Name of holder: ………………………………………… 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 ………………………………………… Euro Medium Term Note Programme PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the Notes) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the amended and restated agency agreement dated 14 September 2020 relating thereto (as further amended, supplemented or restated from time to time, the Agency Agreement). In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. …………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. Dated: [date] [•] By: …………………………………………. 2 A Receipt will only be issued in the case of a Definitive Note. In relation to each Tranche of Notes that are, or are to be, represented by an NGN Temporary Global Note or an NGN Permanent Global Note, the Principal Paying Agent will comply with the following provisions:
Appears in 1 contract
Samples: Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors 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 Guarantors 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 (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ [•] Fax: [ [•] Attention: [ [•] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Recipient Paying Agent] DEERE & COMPANY/XXXX DEERE CAPITAL CORPORATION] PUT OPTION 1 (NOTICE1 DEFINITIVE NOTES) - NOTES [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e) [10(e)] (Redemption at the option of Noteholders), the undersigned holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e) [10(e)] (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Paying Agent] PUT OPTION NOTICE1 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 Senior Notes] (the "Senior Notes") in accordance with Senior Condition 8(e11(f) (Redemption at the option of Noteholders), the undersigned holder Holder of the Senior Notes specified below and deposited with this Put Option Notice exercises its option to have such Senior Notes redeemed in accordance with Senior Condition 8(e11(f) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Senior Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer Issuers and the Guarantors 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 Issuers and the Guarantors Guarantor in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: Telex: [ [ ] ] Fax: [ ] Attention: [ [ ] ] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch [Paying Agent] PUT OPTION NOTICE* OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8(e9(e) (Redemption at the option of Noteholders) on [•date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... * 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 or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate 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.
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantors 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 Guarantors 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 (as Offering Circular(as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ [•] Attention: [ [•] [Calculation Agent] By: Date: To: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - Stock Exchange Group plc [complete/delete as applicabletitle of relevant Series of Notes] By depositing this duly completed Change of Control Put Notice with the above Principal Paying Agent in relation to [specify relevant for the above Series of Notes] Notes (the "Notes") in accordance with Condition 8(e) (Redemption at the option of Noteholders), the undersigned holder Holder of the such Notes specified below and deposited surrendered with this Put Option Notice and referred to below irrevocably exercises its option to have such Notes redeemed in accordance with Condition 8(e) (Redemption at the option of Noteholders7(e)(ii) on [•redemption date]. This Notice relates to Notes in the Note(s) aggregate nominal amount of …………………… bearing the following certificate numbers and in serial numbers: …………………………………………………. .......................................................................................................................................... If the following denominationsNotes referred to above are to be returned (1) to the undersigned under Clause 9.2 of the Agency Agreement, if not tendered by or on behalf of Euroclear/Clearstream, Luxembourg/any other system, they should be returned by post to: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ............................................................................................................... ......................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement