Assets to be Conveyed Subject to the terms, provisions and conditions contained in this Agreement, and on the basis of the representations and warranties hereinafter set forth, Seller agrees to sell, assign, transfer, convey and deliver to Purchaser at Closing (as hereinafter defined), and Purchaser agrees to purchase and accept the assignment, transfer, conveyance and delivery from Seller at Closing of, all of the following assets used or located in or held for use in connection with the Restaurants operated by Seller (collectively, the "Purchased Assets") free and clear of all mortgages, liens, security interests, encumbrances, restrictions on transfer, rights of first refusal, pre-emptive rights, equities, claims, pledges, priorities, hypothecation, charges, liabilities and other obligations of whatever kind and character (collectively referred to herein as "Liens"), except for such Liens as are specifically permitted as provided herein:
Notes to Be Converted At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding, except to the extent provided in Section 5.02(D) or Section 5.08.
Items to be Furnished Borrower shall cause the following to be furnished to Administrative Agent for delivery to Lenders:
TO BE COMPLETED BY PARTICIPANT Date: Time: Broker Name: Firm Name: DTC Participant Number: Fax Number: Telephone Number: Type of Order (Check Creation or Redemption): Creation of FXB Redemption of FXB Number of Creation Units (CU) Transacted (One CU = 50,000 FXB): Number: Number Written Out: Order # This Order is subject to the terms and conditions of the Depositary Trust Agreement of the CurrencyShares® British Pound Sterling Trust as currently in effect and the Participant Agreement between the Authorized Participant, the Trustee and the Sponsor named therein. All representations and warranties of the Authorized Participant set forth in the Depositary Trust Agreement and such Participant Agreement are incorporated herein by reference and are true and accurate as of the date hereof. The undersigned does hereby certify as of the date set forth below that he/she is an Authorized Person under the Participant Agreement and that he/she is authorized to deliver this Order to the Trustee on behalf of the Authorized Participant. The Authorized Participant enters into this agreement based on an estimated Basket British Pound Amount disseminated the previous business day and recognizes the final Basket British Pound Amount represented will be increased or decreased based on the Trust’s daily accrual. At the conclusion of the trading day a Final NAV will be disseminated to all Authorized Participants, and the Basket British Pound Amount and Transaction Fee required for the creation/redemption order entered into on this day will be finalized and this Order will serve as a legally binding contract for settlement in 2 business days or as otherwise set forth in the Participant Agreement. Date Authorized Person’s Signature
Items to be Prorated The following shall be prorated between Seller and Buyer as of the Closing Date:
TO BE COMPLETED BY TRUSTEE This certifies that the above order has been: Accepted by the Trustee Declined-Reason: Final # of Canadian Dollars Final # of FXC Shares Date Time Authorized Signature of Trustee ATTACHMENT A CREATION AND REDEMPTION OF CANADIAN DOLLAR SHARES AND RELATED CANADIAN DOLLARS TRANSACTIONS Scope of Procedures and Overview These procedures (the “Procedures”) describe the processes by which one or more Baskets of Canadian Dollar Trust shares (the “Shares”) issuable by The Bank of New York, as trustee (the “Trustee”) of the CurrencyShares Canadian Dollar Trust (the “Trust”), may be purchased or, once Shares have been issued, redeemed by an Authorized Participant. Shares may be created or redeemed only in blocks of 50,000 Shares (each such block, a “Basket”). Because the issuance and redemption of Baskets also involve the transfer of Canadian Dollars between the Authorized Participant and the Trust, certain processes relating to the underlying transfers of Canadian Dollars also are described. Under these Procedures, Baskets may be issued only in consideration for Canadian Dollars transferred to and held in the Trust’s accounts maintained in London, England by London Branch of JPMorgan Chase Bank, N.A., as depository (the “Depository”). Capitalized terms used in these Procedures without further definition have the meanings assigned to them in the Depositary Trust Agreement, dated as of June 8, 2006, between Rydex Specialized Products LLC (the “Sponsor”), the Trustee, the registered owners and beneficial owners from time to time of Shares issued thereunder and all depositors (the “Trust Agreement”), or the Participant Agreement entered into by each Authorized Participant with the Sponsor and the Trustee.
SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST A. As investment adviser to the Fund, the Adviser will coordinate the investment and reinvestment of the assets of the Allocated Portion and determine the composition of the assets of the Allocated Portion, subject always to the supervision and control of the Manager and the Trustees of the Trust.
Assets to be Held The Custodian shall limit the securities and other assets maintained in the custody of the foreign sub-custodians to: (a) "foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Custodian or the Fund may determine to be reasonably necessary to effect the Fund's foreign securities transactions. The Custodian shall identify on its books as belonging to the Fund, the foreign securities of the Fund held by each foreign sub-custodian.
RECORDS TO BE MAINTAINED BY THE SUBADVISER 1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Trust for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:
SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:
