ACKNOWLEDGEMENT OF COUNTERPARTY. To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit Collateral Agent Copy: [Chargor] [Date] Dear Sirs, Security agreement dated [ ] between [ ] and others Bank of America, N.A. as Term Loan Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [ ] between [ ] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit Security Agreement) We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST an assignment on the terms of the Term Loan Security Agreement of all of the Chargor’s rights in respect of [insert details of the Cash Management Document(s)] (the Cash Management Document[s]) and (2) SECOND subject to notice from the Term Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, an assignment on the terms of the Revolving Credit Security Agreement of all of the Chargor’s rights in respect of the Cash Management Document[s]. We confirm that we:
ACKNOWLEDGEMENT OF COUNTERPARTY. To: [Collateral Agent] Copy: [Chargor] [Date] Dear Sirs, Security agreement dated [•] between [•] and others and [•] (the Security Agreement) We confirm receipt from [Chargor] (the Chargor) of a notice dated [•] of an assignment on the terms of the Security Agreement of all of the Chargor’s rights in respect of [insert details of the Primary Contract(s) (the Primary Contract[s]). We confirm that we:
ACKNOWLEDGEMENT OF COUNTERPARTY. To: JPMorgan Chase Bank, N.A., as UK Security Trustee [10 Soutx Xxxxxxxx, Xxxxx 00 Xxxxxxx, Xxxxxxxx 00000-0000 Xxxention of Cherxx Xxxxx Xxxecopy No. 312-000-0000] Xopy: [Chargor] [Date] Dear Sirs, Security agreement dated [__] February 2016 between, amongst others, Enodis Holdings Limited and JPMorgan Chase Bank, N.A. as UK Security Trustee (the Security Agreement) We confirm receipt from [ ] (the Chargor) of a notice dated [ ] of an assignment on the terms of the Security Agreement of all of its rights in respect of [insert details of the Relevant Contract(s)] (the Relevant Contract[s]). We confirm that we:
ACKNOWLEDGEMENT OF COUNTERPARTY. To: [CHINA CITIC BANK INTERNATIONAL LIMITED] (as Security Agent) Copy: [EVER HARMONIC GLOBAL LIMITED (永和環球有限公司)] [Date] Dear Sir or Madam, Company Debenture dated [] between Ever Harmonic Global Limited (永和環球有限公司) and China CITIC Bank International Limited (the Security Agreement) We confirm receipt from Ever Harmonic Global Limited ( 永 和 環 球 有 限 公 司 ) (the Chargor) of a notice dated [] of a charge upon the terms of the Security Agreement of all the Chargor's rights in respect of [insert details of the Relevant Contract] (the Contract). We confirm that we:
ACKNOWLEDGEMENT OF COUNTERPARTY. To: […] (as Lender) Copy: [Chargor] [Date] Dear Sirs, Security Agreement dated [ ] between [ ] and [ ] (the “Security Agreement”) We confirm receipt from [ ] (the “Chargor”) of a notice dated [ ] of an assignment on the terms of the Security Agreement of all the Chargor’s rights in respect of [insert details of the Contract] (the “Contract”). We confirm that we will make payments and send communications under the Contract as directed in that notice. We confirm that no amount payable by us under the Contract is subject to any set-off, counterclaim or other similar right and we will not exercise or claim any such right. We also confirm that we have not received notice of the interest of any third party in the Contract. This letter and any non-contractual obligations arising out of or in connection with it are governed by English law. Yours faithfully, .............................................................. (Authorised Signatory) [Counterparty] SIGNATORIES Chargors EXECUTED AS A DEED by ) VELOCYS PLC ) acting by ) Director Director EXECUTED AS A DEED by ) VELOCYS PROJECTS LIMITED) acting by ) Director Director EXECUTED AS A DEED by ) VELOCYS TECHNOLOGIES ) LIMITED ) acting by ) Director Director EXECUTED AS A DEED by ) ALTALTO LIMITED ) acting by ) Director Director EXECUTED AS A DEED by ) ALTALTO IMMINGHAM ) HOLDINGS LIMITED ) acting by ) Director Director EXECUTED AS A DEED by ) ALTALTO IMMINGHAM ) LIMITED ) acting by ) Director Director VELOCYS, INC. Lender CARBON DIRECT FUND II LP By Carbon Direct II GP LLC, its General Partner
ACKNOWLEDGEMENT OF COUNTERPARTY. To: Deutsche Trustee Company Limited as Security Trustee Copy: [Chargor] [Date] Dear Sirs, We confirm receipt from [ ] (the “Chargor”) of a notice dated [ ] of an assignment on the terms of the Fixed and Floating Security Document dated [●] 2011 of all the Chargor's rights in respect of [insert details of the Contract] (the “Contract”). We confirm that we will pay all sums due, and give notices, under the Contract as directed in that notice. This letter and any non-contractual obligations arising out or in connection with it are governed by English law. Yours faithfully, ............................... (Authorised signatory) [Counterparty] Execution Pages THAMES WATER (XXXXXX) FINANCE PLC Signed as a DEED by: As attorney for THAMES WATER (XXXXXX) FINANCE PLC under a power of attorney dated 24 March 2011 In the presence of: Name: Address: Occupation: XXXXXX WATER FINANCE LIMITED Signed as a DEED by: As attorney for XXXXXX WATER FINANCE LIMITED under a power of attorney dated 24 March 2011 In the presence of: Name: Address: Occupation: THE COMMON SEAL of DEUTSCHE TRUSTEE COMPANY LIMITED was affixed to this deed in the presence of: ................................……………….. Associate Director ................................………………..
ACKNOWLEDGEMENT OF COUNTERPARTY. 42 Signatories ........................................................................................................................................................ 43
ACKNOWLEDGEMENT OF COUNTERPARTY. To: [Security Agent] Copy: [the Parent] [Date] Dear Sirs Debenture dated [●] between [●] and others and [●] (the “Debenture”) We confirm receipt from [●] (the “Parent”) on behalf of certain chargors (the “Chargors”) of a notice dated [●] of an assignment on the terms of the Debenture of all of each Chargor’s rights in respect of [insert details of the Relevant Contract(s)] (the “Relevant Contract[s]”). We confirm that we:
ACKNOWLEDGEMENT OF COUNTERPARTY. To:The Hongkong and Shanghai Banking Corporation Limited (as Lender) Copy:Seamap Pte Ltd [Date] Dear Sirs, We confirm receipt from Seamap Pte Ltd (the Chargor) of a notice dated [ ] of an assignment on the terms of the Security Document dated [ ] of all the Chargor’s rights in respect of [insert details of the Contract] (the Contract). We confirm that we will pay all sums due, and give notices, under the Contract as directed in that notice. This letter is governed by Singapore law. Yours faithfully, ............................... (Authorised signatory) [Counterparty] SIGNATORIES Chargor THE COMMON SEAL of SEAMAP PTE LTD was affixed to this deed in the presence of: /s/Guy Malden Guy Malden Director /s/Mxxx Xxxxxx Mxxx Xxxxxx Director/Secretary
ACKNOWLEDGEMENT OF COUNTERPARTY. To: [UK Security Trustee] Copy: [●] [Date] Dear Sir/Madam, We confirm receipt from [●] (the Chargor) of a notice dated [ ] of an assignment on the terms of the Debenture dated [ ] of all the Chargor’s rights in respect of [insert details of the Contract] (the Contract). We confirm that we will pay all sums due, and give notices, under the Contract as directed in that notice. This letter and any non-contractual obligations arising out of or in connection with it are governed by English law. Yours faithfully, (Authorised signatory) [Counterparty] SCHEDULE 5 FORM OF INSURANCE NOTICE To: [insert name and address of insurance company] Dated: [•] Dear Sir/Madam Re: [here identify the relevant insurance policy(ies)] (the Policies) We notify you that, [●] (the Chargor) has assigned to [●] (the UK Security Trustee) for the benefit of itself and certain other banks and financial institutions (the Secured Parties) all its right, title and interest in the Policies as security for certain obligations owed by the Chargor to the Secured Parties by way of a debenture dated [•]. We further notify you that:
