EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to [specify relevant Series and Tranche] (the "Certificates") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to [specify relevant Series and Trancheof Certificates] (the "Certificates") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) to each Series of Certificates in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such SeriesSeries of Certificates) in the applicable Final Terms; Conditions and (b) all matters incidental thereto.]* ] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 32 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 Act 1999 to enforce any term of this agreement. Yours faithfully By:................................................................ : .............................................................. By:................................................................ : .............................................................. By:................................................................: ..............................................................
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your 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 detailed in 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 Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you 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 been negligent 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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 2 contracts
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuers and the Guarantor in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office detailed in and communication details are as follows: Address: Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: .............................................................. Date: SCHEDULE 5 To: [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 Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(e) (Redemption at the option of Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................
Appears in 2 contracts
Samples: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown 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 detailed in and communication details are as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent1 in relation to [specify relevant Series and Trancheof Notes] (the "Certificates"Notes) upon in accordance with Condition 9(e) (Redemption at the terms option of Noteholders), the undersigned Holder of the Agency Agreement for Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 9(e) (Redemption at the purposes specified option of the Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the Agency Agreement following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the Conditions specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all matters incidental theretoCoupons, 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. Each Certificate represents If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an undivided ownership interest 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 Trust Assets (as defined in Global Note should be blocked to the satisfaction of the relevant Trust Deed)Paying Agent.] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (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 detailed in and communication details are as follows: Address: Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: [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 Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 10(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 been negligent such Notes redeemed in accordance with Condition 10(f) (Redemption at the option of Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: ................................................................... ................................................................... ................................................................... ................................................................... ................................................................... ...................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (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 detailed in and communication details are as follows: Address: [ ] Attention: [ ] [Calculation Agent] By: Date: To: [Paying Agent] PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Senior Notes] (the "CertificatesSenior Notes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Senior Condition 11(f) (Redemption at the option of Noteholders), the undersigned Holder of the Senior Notes specified below and deposited with this Put Option Notice exercises its option to have been negligent such Senior Notes redeemed in accordance with Senior Condition 11(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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the Confirmation set out below 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 agent Specified Office and communication details are as follows: Address: Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: [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 and Trancheof Notes] (the "CertificatesNotes") upon in accordance with Condition 9(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 9(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: .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... 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 Agency Agreement for Permanent Global Note issued in respect of the purposes 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 the Agency Agreement and the Conditions definitive form, such Definitive Notes and all matters incidental theretoCoupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. Each Certificate represents an undivided ownership interest 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 Trust Assets (as defined in Global Note should be blocked to the satisfaction of the relevant Trust Deed).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 appoint you as Calculation Agent at your specified office detailed in acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the Confirmation "Notes") having the certificate number(s) [and denomination(s)] set out below as our agent below. We will hold such Note(s) in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon accordance with the terms of the Agency Agreement Conditions of the Notes and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or dated 31 May 2023 relating thereto. In the Conditionsevent that, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in pursuant to such Conditions and the exercise Agency Agreement, the depositor of your obligations thereunder or have failed such Note(s) becomes entitled to exercise or perform your obligations thereunder. Please complete their return, we will return such Definitive Note(s) to the depositor against presentation and return to us the Confirmation on the copy surrender of this letter duly signed by an authorised signatory confirming your acceptance of this appointmentPut Option Receipt. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:.................................................................................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... Dated: [date] [PAYING AGENT]
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or 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 detailed in and communication details are as follows: Address: [ ] Email: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) – [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 9(e)(i) (Redemption and Purchase – 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 been negligent such Notes redeemed in accordance with Condition 9(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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: ........................................................... ........................................................... ........................................................... ........................................................... ........................................................... ...........................................................
Appears in 1 contract
Samples: Fiscal and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be) and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office detailed in and communication details are as follows: Address: [ ] Email: Attention: [ [ ] ] [Calculation Agent] By: Date: To: [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 Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon in accordance with Condition 9(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 9(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: .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... 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 Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series Permanent Global Note issued in respect of which you are named as Calculation Agent in the applicable Final Terms upon Notes, the terms undersigned holder of the Agency Agreement and the Conditions and (in relation Permanent Global Note exercises its option to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions have [currency] [amount] of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in Notes redeemed accordance with Clause 24 thereof if you have been negligent in Condition 9(f) (Redemption at the exercise option of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation Noteholders) on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................[date].
Appears in 1 contract
Samples: Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your 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 detailed in 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 Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you 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 been negligent 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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Fiscal Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of [specify relevant Issuer and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of [specify relevant Issuer and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (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 detailed in and communication details are as follows: Address: Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: [Paying Agent] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "Certificates"Notes) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(f) (Redemption at the option of Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuers and the Guarantor in relation to [specify relevant Series the Notes, and Tranche] (shall perform all matters expressed to be performed by the "Certificates") upon Calculation Agent in, and shall otherwise comply with, the terms Conditions and the provisions of the Agency Agreement for the purposes specified and, in the Agency Agreement and the Conditions and connection therewith, shall take all matters such action as may be incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuers and the Guarantor in relation to: (a) to each Series of Notes in respect of which you we are named as Calculation Agent in the applicable Final Terms upon or Drawdown Prospectus (as the terms of case may be), and shall perform all matters expressed to be performed by the Agency Agreement Calculation Agent in, and the Conditions and shall otherwise comply with (in relation to each such SeriesSeries of Notes) the applicable Final Terms; Conditions and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or and, in connection therewith, shall take all such action as may be incidental thereto. For the Conditions, your appointment 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: [Paying Agent] PUT OPTION NOTICE* OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent may only be revoked in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(e) (Redemption at the option of Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise following denominations: Certificate Number Denomination ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of your obligations thereunder any Paying Agent. If the relevant Notes are in definitive form or have failed to exercise individual note certificate form, such Definitive Notes and all Coupons, or perform your obligations thereunderas 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. Please complete and return to us If the Confirmation on relevant Notes are in global form, the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall Put Option Notice should be construed submitted in accordance with, English law with the operating rules and the provisions of Clause 35 regulations of the Agency Agreement shall apply to this letter as relevant clearing system and, if set out herein possible, the relevant interests in full. A person who is not a party the relevant Global Note should be blocked to the agreement described in this letter has no right under satisfaction of the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................relevant Paying Agent.
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to [specify relevant Series and Trancheof Certificates] (the "Certificates") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) to each Series of Certificates in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such SeriesSeries of Certificates) in the applicable Final Terms; Conditions and (b) all matters incidental thereto.]* ] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 32 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ : .............................................................. By:................................................................ : .............................................................. By:................................................................: ..............................................................
Appears in 1 contract
Samples: Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the 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 detailed in and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: [PAYING AGENT] Dear Sirs, OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon in accordance with Base Condition [8.8] (Noteholders 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 [8.8] (Noteholders Put Option) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: ……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Notes] (the "Notes") in accordance with Base Condition [8.8] (Noteholders Put Option) and the terms of the Agency Agreement for Permanent Global Note issued in respect of the purposes 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 the Agency Agreement and the Conditions definitive form, such Definitive Notes and all matters incidental theretoCoupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. Each Certificate represents an undivided ownership interest 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 Trust Assets (as defined in Global Note should be blocked to the satisfaction of the relevant Trust Deed)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 appoint you as Calculation Agent at your specified office detailed in acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the Confirmation "Notes") having the certificate number(s) [and denomination(s)] set out below as our agent below. We will hold such Note(s) in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon accordance with the terms of the Agency Agreement Conditions of the Notes and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or dated 12 September 2024 relating thereto. In the Conditionsevent that, your appointment as Calculation Agent may 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 revoked in accordance with Clause 24 thereof if you have been negligent issued in the exercise case of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................Definite Note.
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant 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 detailed in and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: [Paying Agent] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "Certificates"Notes) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 8(d) (Redemption and Purchase – 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 been negligent such Notes redeemed in accordance with Condition 8(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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: ........................................................................ ......................................................................... ........................................................................ ......................................................................... ........................................................................ .........................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuers and the Guarantor in relation to [specify relevant Series the Notes, and Tranche] (shall perform all matters expressed to be performed by the "Certificates") upon Calculation Agent in, and shall otherwise comply with, the terms Conditions and the provisions of the Agency Agreement for the purposes specified and, in the Agency Agreement and the Conditions and connection therewith, shall take all matters such action as may be incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuers and the Guarantor in relation to: (a) to each Series of Notes in respect of which you we are named as Calculation Agent in the applicable Final Terms upon or Drawdown Prospectus (as the terms of case may be), and shall perform all matters expressed to be performed by the Agency Agreement Calculation Agent in, and the Conditions and shall otherwise comply with (in relation to each such SeriesSeries of Notes) the applicable Final Terms; Conditions and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or and, in connection therewith, shall take all such action as may be incidental thereto. For the Conditions, your appointment 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: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent may only be revoked in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(e) (Redemption at the option of Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise following denominations: ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of your obligations thereunder any Paying Agent. If the relevant Notes are in definitive form or have failed to exercise individual note certificate form, such Definitive Notes and all Coupons, or perform your obligations thereunderas 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. Please complete and return to us If the Confirmation on relevant Notes are in global form, the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall Put Option Notice should be construed submitted in accordance with, English law with the operating rules and the provisions of Clause 35 regulations of the Agency Agreement shall apply to this letter as relevant clearing system and, if set out herein possible, the relevant interests in full. A person who is not a party the relevant Global Note should be blocked to the agreement described in this letter has no right under satisfaction of the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................relevant Paying Agent.
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuer in relation to [specify relevant Series the Instruments, and Tranche] (shall perform all matters expressed to be performed by the "Certificates") upon Calculation Agent in, and shall otherwise comply with, the terms Terms and Conditions and the provisions of the Issue and Paying Agency Agreement for the purposes specified and, in the Agency Agreement and the Conditions and connection therewith, shall take all matters such action as may be incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [OR We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuer in relation to: (a) to each Series of Instruments in respect of which you we are named as Calculation Agent in the applicable Final Terms upon relevant Pricing Supplement, and shall perform all matters expressed to be performed by the terms of the Agency Agreement Calculation Agent in, and the Conditions and shall otherwise comply with (in relation to each such SeriesSeries of Instruments) the applicable Final Terms; Terms and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding Conditions and the provisions of the Issue and Paying Agency Agreement or and, in connection therewith, shall take all such action as may be incidental thereto. For the Conditionspurposes of [the Instruments] [each such Series of Instruments] and the Issue and Paying Agency Agreement our specified office and communication details are as follows: Address: [ Telex: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: [For the purposes of Article 1 of the Protocol annexed to the Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters signed at Brussels on 27 September 1968, your appointment the undersigned expressly and specifically agrees in the terms of Clause 15.02 and 15.03 of the Issue and Paying Agency Agreement as it is incorporated into this letter agreement.]/10/ [ ] ________________________________________________________________________________ /10/ Insert only where Calculation Agent may only be revoked is domiciled 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 thereunderLuxembourg. Please complete By: SIGNATURES CAPITAL ONE BANK By: /s/ ----------------------- S. XXXX XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, LONDON OFFICE as Issue and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed byPaying Agent, and shall be construed in accordance withCalculation Agent By: /s/ ----------------------- X. XXXXXXXXX XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter BRUSSELS OFFICE as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully Paying Agent By:................................................................ By:................................................................ By:................................................................: /s/ ----------------------- X. XXXXXXXXX
Appears in 1 contract
Samples: Issue and Paying Agency Agreement (Capital One Financial Corp)
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office detailed in and communication details are as follows: Address: Telex: [ [ ] ] Fax: Attention: [ [ ] ] [Calculation Agent] By: Date: To: [Paying Agent] / [Registrar] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 9.5 (Redemption at the option of Noteholders (Investor Put)), the undersigned Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have been negligent such Notes redeemed in accordance with Condition 9.5 (Redemption at the option of Noteholders (Investor Put)) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: Certificate Number Denomination ................................................................... ................................................................... ................................................................... ................................................................... ................................................................... ...................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuers and the Guarantor in relation to [specify relevant Series the Notes, and Tranche] (shall perform all matters expressed to be performed by the "Certificates") upon Calculation Agent in, and shall otherwise comply with, the terms Conditions and the provisions of the Agency Agreement for the purposes specified and, in the Agency Agreement and the Conditions and connection therewith, shall take all matters such action as may be incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuers and the Guarantor in relation to: (a) to each Series of Notes in respect of which you we are named as Calculation Agent in the applicable Final Terms upon or Drawdown Prospectus (as the terms of case may be), and shall perform all matters expressed to be performed by the Agency Agreement Calculation Agent in, and the Conditions and shall otherwise comply with (in relation to each such SeriesSeries of Notes) the applicable Final Terms; Conditions and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or and, in connection therewith, shall take all such action as may be incidental thereto. For the Conditions, your appointment 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: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent may only be revoked in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(e) (Redemption at the option of Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise following denominations: Certificate Number Denomination ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of your obligations thereunder any Paying Agent. If the relevant Notes are in definitive form or have failed to exercise individual note certificate form, such Definitive Notes and all Coupons, or perform your obligations thereunderas 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. Please complete and return to us If the Confirmation on relevant Notes are in global form, the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall Put Option Notice should be construed submitted in accordance with, English law with the operating rules and the provisions of Clause 35 regulations of the Agency Agreement shall apply to this letter as relevant clearing system and, if set out herein possible, the relevant interests in full. A person who is not a party the relevant Global Note should be blocked to the agreement described in this letter has no right under satisfaction of the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................relevant Paying Agent.
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your 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 detailed in and communication details are as follows: Address: Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(e) (Redemption at the option of Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: Certificate Number Denomination ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the Confirmation set out below 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 agent Specified Office and communication details are as follows: Address: Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: [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 and Trancheof Notes] (the "CertificatesNotes") upon in accordance with Condition 9(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 9(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: .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... 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 Agency Agreement for Permanent Global Note issued in respect of the purposes 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 the Agency Agreement and the Conditions definitive form, such Definitive Notes and all matters incidental theretoCoupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. Each Certificate represents an undivided ownership interest 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 Trust Assets (as defined in Global Note should be blocked to the satisfaction of the relevant Trust Deed).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 appoint you as Calculation Agent at your specified office detailed in acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the Confirmation "Notes") having the certificate number(s) [and denomination(s)] set out below as our agent below. We will hold such Note(s) in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon accordance with the terms of the Agency Agreement Conditions of the Notes and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or dated [•] June 2022 relating thereto. In the Conditionsevent that, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in pursuant to such Conditions and the exercise Agency Agreement, the depositor of your obligations thereunder or have failed such Note(s) becomes entitled to exercise or perform your obligations thereunder. Please complete their return, we will return such Definitive Note(s) to the depositor against presentation and return to us the Confirmation on the copy surrender of this letter duly signed by an authorised signatory confirming your acceptance of this appointmentPut Option Receipt. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:.................................................................................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... Dated: [date] [PAYING AGENT]
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or 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 detailed in and communication details are as follows: Address: Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office detailed in and communication details are as follows: Address: [ ] Attention: [ ] [Calculation Agent] By: Date: To: [Paying Agent] / [Registrar] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 9.5 (Redemption at the option of Noteholders (Investor Put)), the undersigned Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have been negligent such Notes redeemed in accordance with Condition 9.5 (Redemption at the option of Noteholders (Investor Put)) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: Certificate Number Denomination ................................................................... ................................................................... ................................................................... ................................................................... ................................................................... ...................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. EXECUTED and DELIVERED as a DEED ) by RYDER LIMITED acting by ) [We hereby appoint you 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 Calculation Agent at your specified office detailed a DEED ) by RYDER LIMITED acting by ) a director in the Confirmation set out below presence of ) ___________________________________Director’s signature ___________________________________Director’s name Witness’ signature: ___________________________________ Witness’ name: ___________________________________ Witness’ address: _________________________________________________________________________________________________________ Witness’ occupation: ___________________________________ EXECUTED and DELIVERED as our agent in relation to a DEED ) by RYDER SYSTEMS HOLDINGS (UK) LIMITED ) acting by [specify relevant Series two directors] [a director and Trancheits 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 (the "Certificates"UK) upon the terms of the Agency Agreement for the purposes specified LIMITED ) acting by a director in the Agency Agreement 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 “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 Conditions other Borrowers party thereto, (ii) the Banks from time to time party thereto , (iii) Bank of America, N.A., as Administrative Agent, a Domestic Swing Line Lender and all matters incidental an Issuing Bank, (iv) Royal Bank of Canada, as Canadian Agent, (v) Bank of America, N.A, London Branch, as U.K. Agent, and (vi) the other Swing Line Lenders and Issuing Banks party thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding In accordance with the provisions of §2.7(c) of the Agency Agreement Credit Agreement, notice is hereby given of our intention to borrow a U.K. Loan denominated in [Sterling][Euros][U.S. Dollars], in the principal amount of [£][EU][$]_______________, on _________ __, 20 (the “Drawdown Date”). Such Loan shall be a [U.K. LIBOR Rate Loan with an Interest Period of _______ months] [EURIBOR Rate Loan with an Interest Period of __________ months]. This notice and the confirmation signatures of the 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 Conditionsmatters set xxxxx xx §00 of the Credit Agreement. Thank you for your attention to this matter. Yours sincerely, your appointment RYDER LIMITED By: _______________________________________ Name: Title: RYDER SYSTEM HOLDING (UK) LIMITED By: _______________________________________ Name: Title: The above notice is hereby confirmed on behalf of Ryder by: By: _______________________________________ Name: Title: Bank of America, N.A., as Calculation Agent may only be revoked 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 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 other Borrowers party thereto, (ii) the Banks from time to time 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 (vi) the other Swing Line Lenders and Issuing Banks party thereto. In accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 Section 2.13(b) of the Agency Agreement Credit Agreement, notice is hereby given of our intention to borrow a U.K. Swing Line Loan denominated in [Sterling][Euros][U.S. Dollars], in the principal amount of [£][EU][$]___________, on _________ __, 20__ (the “Drawdown Date”). The Swing Line Loan Maturity Date relating to such Loan shall apply be _________ __, 20__. This notice and the confirmation signatures of the authorized official of Ryder evidenced herewith or produced separately and submitted herewith shall constitute certification of compliance by the U.K. Borrowers and Ryder as to the matters set xxxxx xx §00 of the Credit Agreement. Thank you for your attention to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreementmatter. Yours faithfully sincerely, RYDER LIMITED By:................................................................ : _________________________________ Name: Title: RYDER SYSTEM HOLDINGS (UK) LIMITED By:................................................................ By:................................................................: _________________________________ Name: Title: §1. DEFINITIONS AND RULES OF INTERPRETATION 1 §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 of Election; Interest Periods; Minimum Amounts 47 §2.9. Funds for Loans 48 §2.10. Maturity of the 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 Purchase 67 §3.2. Refunding Bankers’ Acceptances 69 §3.3. Acceptance Fee 70 §4. LETTERS OF CREDIT 70 §4.1. Letter of Credit Commitments 70
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the Confirmation set out below 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 agent Specified Office and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: [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 and Trancheof Notes] (the "CertificatesNotes") upon in accordance with Condition 9(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 9(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: .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... 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 Agency Agreement for Permanent Global Note issued in respect of the purposes 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 the Agency Agreement and the Conditions definitive form, such Definitive Notes and all matters incidental theretoCoupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. Each Certificate represents an undivided ownership interest 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 Trust Assets (as defined in Global Note should be blocked to the satisfaction of the relevant Trust Deed).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 appoint you as Calculation Agent at your specified office detailed in acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the Confirmation "Notes") having the certificate number(s) [and denomination(s)] set out below as our agent below. We will hold such Note(s) in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon accordance with the terms of the Agency Agreement Conditions of the Notes and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or dated 8 June 2021 relating thereto. In the Conditionsevent that, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in pursuant to such Conditions and the exercise Agency Agreement, the depositor of your obligations thereunder or have failed such Note(s) becomes entitled to exercise or perform your obligations thereunder. Please complete their return, we will return such Definitive Note(s) to the depositor against presentation and return to us the Confirmation on the copy surrender of this letter duly signed by an authorised signatory confirming your acceptance of this appointmentPut Option Receipt. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:.................................................................................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... Dated: [date] [PAYING AGENT]
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 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 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 detailed in and communication details are as follows: Address: [ ] Attention: [ ] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the Confirmation set out below 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 agent Specified Office and communication details are as follows: Address: Fax: [ [ ] ] Attention: [ ] [Calculation Agent] By: Date: To: [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 and Trancheof Notes] (the "CertificatesNotes") upon in accordance with Condition 9(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 9(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: .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... 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 Agency Agreement for Permanent Global Note issued in respect of the purposes 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 the Agency Agreement and the Conditions definitive form, such Definitive Notes and all matters incidental theretoCoupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. Each Certificate represents an undivided ownership interest 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 Trust Assets (as defined in Global Note should be blocked to the satisfaction of the relevant Trust Deed).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 appoint you as Calculation Agent at your specified office detailed in acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the Confirmation "Notes") having the certificate number(s) [and denomination(s)] set out below as our agent below. We will hold such Note(s) in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon accordance with the terms of the Agency Agreement Conditions of the Notes and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or dated 30 May 2024 relating thereto. In the Conditionsevent that, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in pursuant to such Conditions and the exercise Agency Agreement, the depositor of your obligations thereunder or have failed such Note(s) becomes entitled to exercise or perform your obligations thereunder. Please complete their return, we will return such Definitive Note(s) to the depositor against presentation and return to us the Confirmation on the copy surrender of this letter duly signed by an authorised signatory confirming your acceptance of this appointmentPut Option Receipt. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:.................................................................................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... Dated: [date] [PAYING AGENT]
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer and the Guarantor in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms, 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 detailed in and communication details are as follows: Address: [•] Email: [•] Attention: [•] [Calculation Agent] By: Date: To: [Recipient Paying Agent] DEERE & COMPANY/XXXX DEERE CAPITAL CORPORATION] PUT OPTION NOTICE1 DEFINITIVE NOTES [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition [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 been negligent such Notes redeemed in accordance with Condition [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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be) and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office detailed in and communication details are as follows: Address: [ ] Fax: [ ] Attention: [ ] [Calculation Agent] By: Date: To: [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 Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "Certificates"Notes) upon in accordance with Condition 9(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 9(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: …………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. 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 Agency Agreement for Permanent Global Note issued in respect of the purposes 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 the Agency Agreement and the Conditions definitive form, such Definitive Notes and all matters incidental theretoCoupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. Each Certificate represents an undivided ownership interest 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 Trust Assets (as defined in Global Note should be blocked to the satisfaction of the relevant Trust Deed)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 appoint you as Calculation Agent at your specified office detailed in acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the Confirmation Notes) having the certificate number(s) [and denomination(s)] set out below as our agent below. We will hold such Note(s) in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon accordance with the terms of the Agency Agreement 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 such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree thatTranche of Notes that are, notwithstanding the provisions of the Agency Agreement or the Conditionsare to be, 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 represented by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of NGN Temporary Global Note or in connection an NGN Permanent Global Note, the Principal Paying Agent will comply with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully Byfollowing provisions:................................................................ By:................................................................ By:................................................................
Appears in 1 contract
Samples: Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer and the Guarantor in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms, 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 detailed in and communication details are as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] By: Date: To: [Recipient Paying Agent] DEERE & COMPANY/XXXX DEERE CAPITAL CORPORATION] PUT OPTION NOTICE1 DEFINITIVE NOTES [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition [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 been negligent such Notes redeemed in accordance with Condition [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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: .................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuers and the Guarantor in relation to [specify relevant Series the Notes, and Tranche] (shall perform all matters expressed to be performed by the "Certificates") upon Calculation Agent in, and shall otherwise comply with, the terms Conditions and the provisions of the Agency Agreement for the purposes specified and, in the Agency Agreement and the Conditions and connection therewith, shall take all matters such action as may be incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuers and the Guarantor in relation to: (a) to each Series of Notes in respect of which you we are named as Calculation Agent in the applicable Final Terms upon or Drawdown Prospectus (as the terms of case may be), and shall perform all matters expressed to be performed by the Agency Agreement Calculation Agent in, and the Conditions and shall otherwise comply with (in relation to each such SeriesSeries of Notes) the applicable Final Terms; Conditions and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or and, in connection therewith, shall take all such action as may be incidental thereto. For the Conditions, your appointment 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: [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 may only be revoked in relation to [specify relevant Series of Notes] (the Notes) in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(e) (Redemption at the option of Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the exercise 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 your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us Notes] (the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed Notes) in accordance with, English law with Condition 9(e) (Redemption at the option of Noteholders) and the provisions of Clause 35 terms of the Agency Agreement shall apply to this letter 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 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 set out herein possible, the relevant interests in full. A person who is not a party the relevant Global Note should be blocked to the agreement described in this letter has no right under satisfaction of the Contracts relevant Paying Agent. Permanent Global Note exercises its option to have [currency] [amount] of the Notes redeemed accordance with Condition 9(e) (Rights Redemption at the option of Third PartiesNoteholders) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................on [date].
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 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 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 detailed in and communication details are as follows: Address: [ ] Attention: [ ] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the Confirmation set out below as our agent above Paying Agent in relation to [specify relevant Series and Trancheof Notes] (the "CertificatesNotes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and the Conditions and all matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to: (a) each Series in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series) the applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you Condition 9(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 been negligent such Notes redeemed in accordance with Condition 9(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 exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 35 of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................following denominations: ................................................................... ................................................................... ................................................................... ................................................................... ................................................................... ...................................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement
EITHER. [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuer [and the Guarantor] in relation to [specify relevant Series the Notes, and Tranche] (shall perform all matters expressed to be performed by the "Certificates") upon Calculation Agent in, and shall otherwise comply with, the terms Conditions and the provisions of the Agency Agreement for the purposes specified and, in the Agency Agreement and the Conditions and connection therewith, shall take all matters such action as may be incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby appoint you accept our appointment as Calculation Agent at your specified office detailed in of the Confirmation set out below as our agent Issuer [and the Guarantor] in relation to: (a) to each Series of Notes in respect of which you we are named as Calculation Agent in the applicable relevant Final Terms upon or Drawdown Offering Circular(as the terms of case may be), and shall perform all matters expressed to be performed by the Agency Agreement Calculation Agent in, and the Conditions and shall otherwise comply with (in relation to each such SeriesSeries of Notes) the applicable Final Terms; Conditions and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or and, in connection therewith, shall take all such action as may be incidental thereto. For the Conditions, your appointment purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•] Attention: [•] [Calculation Agent] By: Date: London Stock Exchange Group plc [title of relevant Series of Notes] By depositing this duly completed Change of Control Put Notice with the Principal Paying Agent may only be revoked for the above Series of Notes (the Notes) the undersigned Holder of such Notes surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes redeemed in accordance with Clause 24 thereof if you have been negligent Condition 7(e)(ii) on [redemption date]. This Notice relates to Notes in the exercise aggregate nominal amount of your obligations thereunder or have failed …………………… bearing the following serial numbers: …………………………………………………. .......................................................................................................................................... If the Notes referred to exercise or perform your obligations thereunder. Please complete and return above are to us be returned (1) to the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law and the provisions of undersigned under Clause 35 9.2 of the Agency Agreement shall apply to this letter as Agreement, 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 tendered by or on behalf of Third Parties) Xxx 0000 to enforce Euroclear/Clearstream, Luxembourg/any term of this agreement. Yours faithfully By:................................................................ By:................................................................ By:................................................................other system, they should be returned by post to: ...................................................... ......................................................
Appears in 1 contract
Samples: Issue and Paying Agency Agreement