EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Offering Circular or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 in relation to [specify relevant Series of Notes] (the Notes) in accordance with 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 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 following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [Issuers and the Guarantor] 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 Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•] Fax: [•[ [ ] ] Attention: [•[ ] [Calculation Agent] By: .............................................................. Date: SCHEDULE 5 To: [Paying AgentAgent]/[Registrar] Euro Medium Term Note Programme [Guaranteed by Hemsö Fastighets AB] PUT OPTION NOTICE* OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with 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 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 following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent....................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................
Appears in 2 contracts
Sources: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer [and the Guarantor] Confirmation as our agent in relation to [specify relevant Series of Notes] (the “Notes, and shall perform all matters expressed to be performed by ”) upon the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions terms of the Agency Agreement and, for the purposes specified in connection therewith, shall take the Agency Agreement and in the Conditions and all such action as may be matters incidental thereto. .] [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer [and the Guarantor] Confirmation set out below as our agent in relation to each Series of Notes in respect of which we you are named as Calculation Agent in the relevant Final Terms or Drawdown Offering Circular Prospectus or Securities Note (as the case may be), ) upon the terms of the Agency Agreement and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement andor the Conditions, your appointment as Calculation Agent may only be revoked in connection therewith, shall take all such action as may be incidental thereto. For the purposes accordance with Clause 13.2 (Revocation) of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office 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 communication details 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 English law and the provisions of Clause 15 (Law and Jurisdiction) of the Agency Agreement shall apply to this letter as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of such agreement. Yours faithfully Assicurazioni Generali S.p.A. By: Date........................................................... Assicurazioni Generali S.p.A. By: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 in relation to [specify relevant Series of Notes] (the Notes) in accordance with 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 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 following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent............................................................
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent at your specified office detailed in the relevant Final Terms or Drawdown Offering Circular or Securities Note (Confirmation as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 agent in relation to [specify relevant Series of Notes] (the "Notes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Notes in respect of which you are named as Calculation Agent in the relevant Final Terms upon the terms of the Agency Agreement and (in relation to each such Series of Notes) in accordance with Condition 9(e) (Redemption at the option of Noteholders)Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the undersigned Holder provisions of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Condition 9(eClause 14.2 (Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and all non-contractual obligations arising out of or in connection with it are governed by English law and the provisions of Clause 16 (Redemption at the option Law and Jurisdiction) of the Noteholders) on [date]Agency Agreement shall apply to this letter as if set out herein in full. This Notice relates A person who is not a party to the Note(sagreement described in this letter has no right under the Contracts (Rights of Third Parties) bearing the following certificate numbers and in the following denominationsAct 1999 to enforce any term of such agreement. Yours faithfully By: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent.By: By: By: By: By:] By:]
Appears in 2 contracts
Sources: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] 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 Guarantor] 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 Offering Circular or Securities Note Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•[ ] Fax: [•[ ] Attention: [•[ ] [Calculation Agent] By: Date: To: [Paying Agent] Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 9(e8(e) (Redemption at the option of Noteholders), the undersigned Holder holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 9(e8(e) (Redemption at the option of the Noteholders) on [date•]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent..................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 2 contracts
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent at your specified office detailed in the relevant Final Terms or Drawdown Offering Circular or Securities Note (Confirmation as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 9(e) (Redemption at upon the option of Noteholders), the undersigned Holder terms of the Notes Agency Agreement for the purposes 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 option of the Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers Agency Agreement and in the following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed Conditions and executed, should be deposited all matters incidental thereto.] [We hereby appoint you as Calculation Agent at the your specified office detailed in the Confirmation set out below as our agent in relation to each Series of any Paying Agent. If Notes in respect of which you are named as Calculation Agent in the relevant Notes are in definitive form Final Terms or individual note certificate form, such Definitive Notes and all Coupons, or Pricing Supplement (as the case may be, Individual Note Certificate relating thereto and maturing after ) upon the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent terms of the Issuer andAgency Agreement and (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] We hereby agree that, if applicable, notwithstanding the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any provisions of the owners Agency Agreement or holders of the NotesConditions, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should your appointment as Calculation Agent may only be submitted revoked in accordance with Clause 14.2 (Revocation) thereof if you have been negligent in the operating rules exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and regulations 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 17 (Governing Law and Dispute Resolution) of the relevant clearing system and, Agency Agreement shall apply to this letter as if possible, the relevant interests set out herein in the relevant Global Note should be blocked full. A person who is not a party to the satisfaction agreement described in this letter has no right under the Contracts (Rights of the relevant Paying Agent.Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of such agreement. Yours faithfully By: ..............................................................
Appears in 2 contracts
Sources: Fiscal and Paying Agency Agreement, Fiscal and Paying Agency Agreement
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer [and the Guarantor] Confirmation as our agent in relation to [specify relevant Series of Certificates] (the Notes, and shall perform all matters expressed to be performed by "Certificates") upon the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions terms of the Agency Agreement and, for the purposes specified in connection therewith, shall take the Agency Agreement and in the Conditions and all such action as may be matters incidental thereto. .] [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer [and the Guarantor] Confirmation set out below as our agent in relation to each Series of Notes Certificates in respect of which we you are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Offering Circular or Securities Note (as upon the case may be), terms of the Agency Agreement and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesCertificates) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement andor the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection therewithwith it are governed by, and shall take all such action as may be incidental thereto. For construed in accordance with, English law and the purposes provisions of [the Notes] [each such Series Clause 32 of Notes] and the Agency Agreement our specified office and communication details are shall apply to this letter as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. Yours faithfully By: Date.............................................................. By: To.............................................................. By: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 in relation to [specify relevant Series of Notes] (the Notes) in accordance with 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 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 following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent...............................................................
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer [and the Guarantor] Confirmation set out below as our agent in relation to [specify relevant Series and Tranche] (the Notes, and shall perform all matters expressed to be performed by "Certificates") upon the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions terms of the Agency Agreement and, for the purposes specified in connection therewith, shall take the Agency Agreement and the Conditions and all such action as may be matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer [and the Guarantor] Confirmation set out below as our agent in relation to to: (a) each Series of Notes in respect of which we you are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Offering Circular or Securities Note (as upon the case may be), terms of the Agency Agreement and shall perform all matters expressed to be performed by the Calculation Agent in, Conditions and shall otherwise comply with (in relation to each such Series of NotesSeries) the Conditions applicable Final Terms; and (b) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement andor the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection therewithwith it are governed by, and shall take all such action as may be incidental thereto. For construed in accordance with, English law and the purposes provisions of [the Notes] [each such Series Clause 35 of Notes] and the Agency Agreement our specified office and communication details are shall apply to this letter as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 if set out herein in relation to [specify relevant Series of Notes] (the Notes) in accordance with 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 such Notes redeemed in accordance with Condition 9(e) (Redemption at the option of the Noteholders) on [date]full. This Notice relates A person who is not a party to the Note(sagreement described in this letter has no right under the Contracts (Rights of Third Parties) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office ▇▇▇ ▇▇▇▇ to enforce any term of any Paying Agentthis agreement. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent.Yours faithfully By:................................................................ By:................................................................ By:................................................................
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Offering Circular or Securities Note Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [•[ ] Email: [ ] Fax: [•[ ] Attention: [•[ ] [Calculation Agent] By: Date: To: [Paying Agent] ▇▇▇▇▇▇▇▇ - 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 Agent1 Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 9(e9(g) (Redemption at the option of Noteholders), the undersigned Holder holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 9(e9(g) (Redemption at the option of the Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Notes] (the "Notes") in accordance with Condition 9(g) (Redemption at the option of Noteholders) and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned holder of the Permanent Global Note exercises its option to have [currency] [amount] of the Notes redeemed in accordance with Condition 9(g) (Redemption at the option of Noteholders) on [date]. [END OF OPTIONS] Payment should be made by [complete and delete as appropriate]: 2 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 Coupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent.. • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee's risk by uninsured airmail post to [name of addressee] at [addressee's address]. • transfer to [details of the relevant account maintained by the payee] with [name and address of the relevant bank]. All notices and communications relating to this Put Option Notice should be sent to the address specified below. Name of holder: ................................................... Contact details: ................................................... ................................................... ................................................... Signature of holder: .................................................. Date: .................................................. [To be completed by Paying Agent:] Received by: .................................................. [Signature and stamp of Paying Agent:] At its office at .................................................. .................................................. On .................................................. We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the "Notes") having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated 12 June 2025 relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... Dated: [date] [PAYING AGENT]
Appears in 2 contracts
Sources: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] 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] 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)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] By: Date: To: [Recipient Paying Agent] DEERE & COMPANY/▇▇▇▇ DEERE CAPITAL CORPORATION] PUT OPTION 1 (NOTICE1 DEFINITIVE NOTES) - NOTES [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 9(e) [10(e)] (Redemption at the option of Noteholders), the undersigned Holder holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 9(e) [10(e)] (Redemption at the option of the Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent..................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................
Appears in 1 contract
Sources: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Offering Circular Prospectus or Securities Note (as the case may be), ) and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•[ ] FaxEmail: [•] Attention: [•[ [ ] ] [Calculation Agent] By: Date: To: [Paying Agent] Euro Medium Term Note Programme PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 9(e9(f) (Redemption at the option of Noteholders), the undersigned Holder holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 9(e9(f) (Redemption at the option of the Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable] By depositing this duly completed and executed, should be deposited Notice with the above Paying Agent for the [specify relevant Series of Notes] (the "Notes") in accordance with Condition 9(f) (Redemption at the specified office option of any Paying Agent. If Noteholders) and the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent terms 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 Permanent Global Note issued in respect of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in 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 operating rules and regulations option of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying AgentNoteholders) on [date].
Appears in 1 contract
Sources: Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [Issuers and the Guarantor] Guarantor in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [Issuers and the Guarantor] Guarantor in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Offering Circular or Securities Note Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•Telex: [ [ ] ] Fax: [•] Attention: [•[ [ ] ] [Calculation Agent] By: Date: To: [Paying Agent] Agent] PUT OPTION NOTICE* OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with 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 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 following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent.
Appears in 1 contract
Sources: Issue and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Offering Circular or Securities Note (as Circular(as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] By: Date: To: London Stock Exchange Group plc [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicabletitle of relevant Series of Notes] By depositing this duly completed Change of Control Put Notice with the Principal Paying Agent for the above Paying Agent1 in relation to [specify relevant Series of Notes] Notes (the Notes) in accordance with Condition 9(e) (Redemption at the option of Noteholders), the undersigned Holder of the such Notes specified below and deposited surrendered with this Put Option Notice and referred to below irrevocably exercises its option to have such Notes redeemed in accordance with Condition 9(e) (Redemption at the option of the Noteholders7(e)(ii) on [redemption date]. This Notice relates to Notes in the Note(s) aggregate nominal amount of …………………… bearing the following certificate numbers and in serial numbers: …………………………………………………. .......................................................................................................................................... If the following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option NoticeNotes referred to above are to be returned (1) to the undersigned under Clause 9.2 of the Agency Agreement, duly completed and executedif not tendered by or on behalf of Euroclear/Clearstream, Luxembourg/any other system, they should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent.returned by post to: ...................................................... ......................................................
Appears in 1 contract
Sources: Issue and Paying Agency Agreement
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent at your specified office detailed in the relevant Final Terms or Drawdown Offering Circular or Securities Note (Confirmation as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 9(e) (Redemption at upon the option of Noteholders), the undersigned Holder terms of the Notes Agency Agreement for the purposes 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 option of the Noteholders) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers Agency Agreement and in the following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed Conditions and executed, should be deposited all matters incidental thereto.] [We hereby appoint you as Calculation Agent at the your specified office detailed in the Confirmation set out below as our agent in relation to each Series of any Paying Agent. If Notes in respect of which you are named as Calculation Agent in the relevant Notes are in definitive form Final Terms or individual note certificate form, such Definitive Notes and all Coupons, or Pricing Supplement (as the case may be, Individual Note Certificate relating thereto and maturing after ) upon the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent terms of the Issuer andAgency Agreement and (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] We hereby agree that, if applicable, notwithstanding the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any provisions of the owners Agency Agreement or holders of the NotesConditions, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should your appointment as Calculation Agent may only be submitted revoked in accordance with Clause 14.2 (Revocation) thereof if you have been negligent in the operating rules exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and regulations 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 17 (Governing Law and Dispute Resolution) of the relevant clearing system and, Agency Agreement shall apply to this letter as if possible, the relevant interests set out herein in the relevant Global Note should be blocked full. A person who is not a party to the satisfaction agreement described in this letter has no right under the Contracts (Rights of the relevant Paying Agent.Third Parties) Act 1999 to enforce any term of such agreement. Yours faithfully By: ..............................................................
Appears in 1 contract
Sources: Fiscal and Paying Agency Agreement
EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [Issuers and the Guarantor] Guarantor in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. We hereby accept our appointment as Calculation Agent of the Issuer [Issuers and the Guarantor] Guarantor in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Offering Circular or Securities Note Prospectus (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [•Telex: [ [ ] ] Fax: [•] Attention: [•[ [ ] ] [Calculation Agent] By: Date: To: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with 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 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 following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent.
Appears in 1 contract
Sources: Issue and Paying Agency Agreement
EITHER. [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer [and the Guarantor] Confirmation as our agent in relation to [specify relevant Series of Certificates] (the Notes, and shall perform all matters expressed to be performed by "Certificates") upon the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions terms of the Agency Agreement and, for the purposes specified in connection therewith, shall take the Agency Agreement and in the Conditions and all such action as may be matters incidental thereto. .] [We hereby accept our appointment appoint you as Calculation Agent of at your specified office detailed in the Issuer [and the Guarantor] Confirmation set out below as our agent in relation to each Series of Notes Certificates in respect of which we you are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Offering Circular or Securities Note (as upon the case may be), terms of the Agency Agreement and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesCertificates) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement andor the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection therewithwith it are governed by, and shall take all such action as may be incidental thereto. For construed in accordance with, English law and the purposes provisions of [the Notes] [each such Series Clause 32 of Notes] and the Agency Agreement our specified office and communication details are shall apply to this letter as follows: Address: [•] Fax: [•] Attention: [•] [Calculation Agent] if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of this agreement. Yours faithfully By: Date.............................................................. By: To.............................................................. By: [Paying Agent] OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent1 in relation to [specify relevant Series of Notes] (the Notes) in accordance with 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 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 following denominations: Certificate Number Denomination .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent, the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent...............................................................
Appears in 1 contract
Sources: Agency Agreement