Common use of EITHER Clause in Contracts

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Securities] (the “Securities”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities in respect of which you are named as Calculation Agent in the [Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of Securities) in the Conditions and 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 13.2 (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 is governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 5 contracts

Samples: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement, Issue and Paying Agency Agreement

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EITHER. [We hereby appoint you as Calculation Agent at your specified office Specified Office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [We hereby appoint you as Calculation Agent at your specified office Specified Office detailed in the Confirmation set out below as our agent in relation to each Series of Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA Xxxxxxxx - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] Società per azioni By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 3 contracts

Samples: Agreement, Agreement, Issue and Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 14.4 (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 is 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 15 16 (Law and JurisdictionDispute Resolution) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL CBQ FINANCE LIMITED (Luxembourgas Issuer) S.A.] By: THE COMMERCIAL BANK (P.S.Q.C.) (as Issuer) By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. THE COMMERCIAL BANK (P.S.Q.C.) (as Guarantor) By: ] FORM OF CONFIRMATION

Appears in 3 contracts

Samples: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement, Issue and Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (Revocation) thereof of the Agency Agreement 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English by Italian law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario Assicurazioni Generali S.p.A. By: ] FORM OF CONFIRMATION........................................................... Assicurazioni Generali S.p.A. By: ...........................................................

Appears in 2 contracts

Samples: Paribas Securities Services, www.generali.com

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.UPM-Kymmene Corporation] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 2 contracts

Samples: Paying Agency Agreement, Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (Revocation) thereof of the Agency Agreement 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario Assicurazioni Generali S.p.A. By: ] FORM OF CONFIRMATION........................................................... Assicurazioni Generali S.p.A. By: ...........................................................

Appears in 2 contracts

Samples: Paribas Securities Services, www.generali.com

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.PERMANENT TSB GROUP HOLDINGS PLC By: ] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.PERMANENT TSB PLC] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 2 contracts

Samples: Issue and Paying Agency Agreement, Issue and Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus Offering Circular or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully LONDON STOCK EXCHANGE GROUP PLC [MEDIOBANCA - Banca di Credito Finanziario S.p.A.as Issuer] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.as Guarantor] By: [LSEGA FINANCING PLC as Issuer By: :] [MEDIOBANCA Banca di Credito Finanziario S.p.A. LSEG NETHERLANDS B.V. as Issuer By: ] :] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.PERMANENT TSB GROUP HOLDINGS PLC By ] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.PERMANENT TSB PLC] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: By ] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 15.2 (Changes in Agents – 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATIONfaithfully

Appears in 1 contract

Samples: Fiscal 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 of SecuritiesSeries] (the “Securities”Certificates) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in Agreement, the Conditions and the applicable Final Terms and all matters 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 as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to (i) each Series of Securities in respect of which you are named as Calculation Agent in the [Drawdown Prospectus or Securities Note (as the case may be)] applicable Final Terms upon the terms of the Agency Agreement and the Conditions and (in relation to each such Series of SecuritiesSeries) in the Conditions applicable Final Terms and (ii) all matters incidental thereto.] ]* We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, that your appointment as Calculation Agent may only be revoked in accordance with Clause 13.2 (Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder24 thereof. 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 is 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 15 (Law Clauses 34 and Jurisdiction) 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 Act 1999 to enforce any term of such this agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] faithfully, DAR AL-ARKAN SUKUK COMPANY LTD. By: DAR AL-ARKAN REAL ESTATE DEVELOPMENT COMPANY By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 15.2 (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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (Law and JurisdictionGoverning Law) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.InterContinental Hotels Group PLC/IHG Finance LLC as the Relevant Issuer] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 16.2 (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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 18 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL SAMPO PLC]/[IF P&C INSURANCE HOLDING LTD (Luxembourg) S.A.PUBL)] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (Revocation) thereof of the Agency Agreement 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English by Italian law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario Assicurazioni Generali S.p.A. By: ] …………………………………… Assicurazioni Generali S.p.A. By: …………………………………… FORM OF CONFIRMATION

Appears in 1 contract

Samples: www.generali.com

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [Drawdown Prospectus or Securities Note (as the case may be)] relevant Final Terms upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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 is and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] DEERE & COMPANY By: XXXX DEERE CAPITAL CORPORATION By: XXXX DEERE BANK S.A. By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. XXXX DEERE CASH MANAGEMENT By: ] By:] [DEERE & COMPANY/XXXX DEERE CAPITAL CORPORATION By:] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 14.2 (Revocation) thereof of the Agency Agreement 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA XXXXXX XXXXXX INTERNATIONAL (Luxembourg) S.A.] INC. By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Agreement (Philip Morris International Inc.)

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Securities] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 15.2 (Changes in Agents – Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunderthereof. 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] RED ELÉCTRICA FINANCIACIONES, SOCIEDAD ANÓNIMA UNIPERSONAL By: RED ELÉCTRICA CORPORACIÓN, SOCIEDAD ANÓNIMA By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. RED ELÉCTRICA DE ESPAÑA, SOCIEDAD ANÓNIMA UNIPERSONAL By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Fiscal Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.Atrium European Real Estate Limited / Atrium Finance Issuer B.V. / Atrium Finance Limited] By: [Atrium European Real Estate Limited By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] :] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note Offering Circular (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully LONDON STOCK EXCHANGE GROUP PLC [MEDIOBANCA - Banca di Credito Finanziario S.p.A.as Issuer] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.as Guarantor] By: [LSEGA FINANCING PLC as Issuer By: :] [MEDIOBANCA Banca di Credito Finanziario S.p.A. LSEG NETHERLANDS B.V. as Issuer By: ] :] [LSEG US FIN CORP. as Issuer By:] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus Offering Circular or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully LONDON STOCK EXCHANGE GROUP PLC [MEDIOBANCA - Banca di Credito Finanziario S.p.A.as Issuer] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.as Guarantor] By: [LSEGA FINANCING PLC as Issuer By: :] [MEDIOBANCA Banca di Credito Finanziario S.p.A. LSEG NETHERLANDS B.V. as Issuer By: ] :] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (Revocation) thereof of the Agency Agreement 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario Assicurazioni Generali S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] A. By: By: [MEDIOBANCA Banca di Credito Finanziario ........................................................... Assicurazioni Generali S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Fiscal Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Pricing Supplement or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully COMPASS GROUP PLC [MEDIOBANCA - Banca di Credito Finanziario S.p.A.as Issuer] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.as Guarantor] By: [COMPASS GROUP FINANCE NETHERLANDS B.V. as Issuer By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] :] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] RYANAIR LIMITED By: RYANAIR HOLDINGS PLC By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Ryanair Holdings PLC

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.BANCA DI CREDITO FINANZIARIO S.P.A.] [MEDIOBANCA INTERNATIONAL (LuxembourgLUXEMBOURG) S.A.] By: .................................................................... By: .................................................................... [MEDIOBANCA BANCA DI CREDITO FINANZIARIO S.P.A. By: ] FORM OF CONFIRMATION 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. OR 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 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 4 FORM OF PUT OPTION NOTICE To: [PAYING AGENT] MEDIOBANCA - Banca di Credito Finanziario S.p.A. Byand MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. EURO 40,000,000,000 Euro Medium Term Note Programme guaranteed in the case of Notes issued by MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. by MEDIOBANCA - Banca di Credito Finanziario S.p.A. PUT OPTION NOTICE* OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes], 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 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] 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 4(h) (Redemption at the option of * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form, such Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant Clearing System and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent. holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned holder of the Permanent Global Note exercises its option to have [currency] [amount] of the Notes redeemed accordance with Condition 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] on [date]. [END OF OPTIONS] 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. 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....................................................................................... THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS REQUIRING COMPLETION HAVE BEEN DULY COMPLETED. SCHEDULE 5 FORM OF CONFIRMATIONPUT OPTION RECEIPT MEDIOBANCA - Banca di Credito Finanziario S.p.A. and MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. EURO 40,000,000,000 Euro Medium Term Note Programme guaranteed in the case of Notes issued by MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. by

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATIONfaithfully

Appears in 1 contract

Samples: Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Pricing Supplement or Drawdown Prospectus or Securities Note Offering Circular (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 [16] (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] DSB By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] By: [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. A.] By: ] FORM OF CONFIRMATIONCONFIRMATION 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. OR 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 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: [ ] Email: [ ]] Attention: [ ] [Calculation Agent] By: Date: To: [PAYING AGENT] SCHEDULE 4 FORM OF PUT OPTION NOTICE MEDIOBANCA - Banca di Credito Finanziario S.p.A. and MEDIOBANCA INTERNATIONAL (Luxembourg)S.A. Structured Note Issuance Programme guaranteed in the case of Notes issued by MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. by MEDIOBANCA - Banca di Credito Finanziario S.p.A. PUT OPTION NOTICE* OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Base Condition 4(f) (Redemption at the option of holders of Notes), 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 4(f) (Redemption at the option of holders of Notes) on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination ……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… ……………………………………… OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Notes] (the "Notes") in accordance with Base Condition 4(f) (Redemption at the option of holders of Notes) 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 * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form, such Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant Clearing System and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent. [currency] [amount] of the Notes redeemed accordance with Base Condition 4(f) (Redemption at the option of holders of Notes) on [date]. [END OF OPTIONS] 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. 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 ………………………………………………….. THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS REQUIRING COMPLETION HAVE BEEN DULY COMPLETED. SCHEDULE 5 FORM OF PUT OPTION RECEIPT MEDIOBANCA - Banca di Credito Finanziario S.p.A. and MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. Structured Note Issuance Programme guaranteed in the case of Notes issued by MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. by

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (Law and JurisdictionGoverning Law) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] InterContinental Hotels Group PLC By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 15.2 (Changes in Agents – 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] CELLNEX FINANCE COMPANY, S.A.U. By: CELLNEX TELECOM, S.A. By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: www.cellnex.com

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Securities] (the "Securities") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities in respect of which you are named as Calculation Agent in the [Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of Securities) in the Conditions and 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 13.2 [13.2] (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 is governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 [15] (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.AstraZeneca PLC/AstraZeneca Finance LLC as the Relevant Issuer] By: [AstraZeneca PLC as Guarantor] By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 clause 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 clause 17 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] ADIF-Alta Velocidad By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Fiscal Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Securities] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 15.2 (Changes in Agents – Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunderthereof. 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] RED ELÉCTRICA FINANCIACIONES, SOCIEDAD ANÓNIMA UNIPERSONAL By: RED ELÉCTRICA CORPORACIÓN, SOCIEDAD ANÓNIMA By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. RED ELÉCTRICA DE ESPAÑA, SOCIEDAD ANÓNIMA UNIPERSONAL By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Fiscal Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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 is governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 18 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] ATLAS COPCO AB By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION/Signed by and by for and on behalf of ATLAS COPCO FINANCE DAC A Director Director ]

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 form of confirmation set out below (the Confirmation) as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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. [Consider whether it is appropriate to include contractual recognition of bail-in where there is an EU 27 bank party.] This letter is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 17 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA ALFA LAVAL TREASURY INTERNATIONAL AB (LuxembourgPUBL) S.A.] By: ALFA LAVAL AB (PUBL) By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (Revocation) thereof of the Agency Agreement 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario Assicurazioni Generali S.p.A. By: ] …………………………………… Assicurazioni Generali S.p.A. By: …………………………………… FORM OF CONFIRMATION

Appears in 1 contract

Samples: www.generali.com

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Securities] (the “Securities”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities in respect of which you are named as Calculation Agent in the [Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of Securities) in the Conditions and 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 13.2 15.2 (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 is governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 18 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] [MB FUNDING LUX SA] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [Drawdown Prospectus relevant Applicable Transaction Terms, or Securities Note (as the case may be)] , the relevant Drawdown Prospectus, upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 22.3 (RevocationTermination of Appointment) thereof thereof, or 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 is Letter and all non-contractual obligations arising from or connected with it are governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 27 (Contractual Recognition and Acknowledgment of Bail-in Powers) and Clause 28 (Governing Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA SANTANDER INTERNATIONAL (Luxembourg) S.A.] PRODUCTS PUBLIC LIMITED COMPANY By: BANCO SANTANDER, S.A. By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] AstraZeneca PLC By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 [17] (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] Pandora A/S By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesInstruments] (the “Securities”"Instruments") upon the terms of the Issue and Paying Agency Agreement for the purposes specified in the Issue and Paying Agency Agreement and in the Terms and Conditions and all matters incidental thereto.] OR [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 Securities Instruments in respect of which you are named as Calculation Agent in the [Drawdown Prospectus or Securities Note (as the case may be)] applicable Pricing Supplement upon the terms of the Issue and Paying Agency Agreement and (in relation to each such Series of SecuritiesInstruments) in the Terms and Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Issue and Paying Agency Agreement or the Terms and Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 13.2 (Revocation) of the Issue and Paying Agency Agreement 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 is (and any non-contractual obligations arising out of or in connection with this letter) shall be governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 (Law and Jurisdiction) of the Issue and Paying 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATIONfaithfully

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 as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is governed by, and shall be construed in accordance with, English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.BANCA DI CREDITO FINANZIARIO S.P.A.] [MEDIOBANCA INTERNATIONAL (LuxembourgLUXEMBOURG) S.A.] By: ................................................................ By: ................................................................ [MEDIOBANCA BANCA DI CREDITO FINANZIARIO S.P.A. By: ] FORM OF CONFIRMATION 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. OR 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 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 4 FORM OF PUT OPTION NOTICE To: [PAYING AGENT] MEDIOBANCA - Banca di Credito Finanziario S.p.A. Byand MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. EURO 40,000,000,000 Euro Medium Term Note Programme guaranteed in the case of Notes issued by MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. by MEDIOBANCA - Banca di Credito Finanziario S.p.A. PUT OPTION NOTICE* OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes], 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 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] 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 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form, such Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption should be deposited with the Put Option Notice. If the relevant Notes are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant Clearing System and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent. of the Italian Law Notes] and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned holder of the Permanent Global Note exercises its option to have [currency] [amount] of the Notes redeemed accordance with Condition 4(h) (Redemption at the option of holders of Notes) of the [Terms and Conditions of the English Law Notes]/[Terms and Conditions of the Italian Law Notes] on [date]. [END OF OPTIONS] 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. 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....................................................................................... THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS REQUIRING COMPLETION HAVE BEEN DULY COMPLETED. SCHEDULE 5 FORM OF CONFIRMATIONPUT OPTION RECEIPT MEDIOBANCA - Banca di Credito Finanziario S.p.A. and MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. EURO 40,000,000,000 Euro Medium Term Note Programme guaranteed in the case of Notes issued by MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. by

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 as our agent in relation to [specify relevant Series of SecuritiesCovered Bonds] (the “Securities”"Covered Bonds") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Covered Bonds in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesCovered Bonds) in the Conditions and 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 13.2 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 16 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] AS LHV PANK By: By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “SecuritiesNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the relevant Final Terms [or Drawdown Prospectus or Securities Note (as the case may be)] upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 15.2 (Changes in Agents – 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 is and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 18 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] CELLNEX FINANCE COMPANY, S.A.U. By: CELLNEX TELECOM, S.A. By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: www.cellnextelecom.com

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of SecuritiesNotes] (the “Securities”"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.] OR [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 Securities Notes in respect of which you are named as Calculation Agent in the [relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)] ) upon the terms of the Agency Agreement and (in relation to each such Series of SecuritiesNotes) in the Conditions and 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 13.2 (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 is and all non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, by English law and the provisions of Clause 15 (Law and Jurisdiction) 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 such agreement. Yours faithfully [MEDIOBANCA - Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL Fastighets XX Xxxxxx (Luxembourgpubl) S.A.] By: Balder Finland Oyj By: [MEDIOBANCA Banca di Credito Finanziario S.p.A. Fastighets XX Xxxxxx (publ) (as Guarantor) By: ] FORM OF CONFIRMATION

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

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