Common use of EITHER Clause in Contracts

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●] Fax: [●] Attention: [●] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]

Appears in 3 contracts

Samples: Fiscal Agency Agreement, www.generali.com, www.generali.com

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EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “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 each 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 Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, ROYAL BANK OF CANADA, as Issuer Per: Name: Title: Per: Name: Title: RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, RBC COVERED BOND GP INC., as Guarantor Per: Name: Title: Per: Name: Title: CONFIRMATION EITHER [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the NotesCovered Bonds, 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 Guarantor LP in relation to each Series of Notes Covered Bonds in respect of which we are named as Calculation Agent in the relevant applicable 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 NotesCovered Bonds) the Conditions and the provisions provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. .] For the purposes of [the NotesCovered Bonds] [each such Series of NotesCovered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [●] [ Fax: [●[ ] ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: THE FIFTH SCHEDULE 4 To: [Duties under the Issuer-ICSDs Agreement In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice Agent or the European Registrar, as the case may be, will comply with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]provisions:

Appears in 3 contracts

Samples: Agency Agreement, Agency Agreement, Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 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 Offering Circular or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [] Fax: [] Attention: [] [Calculation Agent] By: ........................................................... Date: SCHEDULE Schedule 4 Form of Put Option Notice To: [Paying Agent] FORM OF LONDON STOCK EXCHANGE GROUP PLC LSEGA FINANCING PLC LSEG Netherlands B.V. as Issuers [LONDON STOCK EXCHANGE GROUP PLC as Guarantor of Notes ISSUED BY LSEGA FINANCING PLC and LSEG Netherlands B.V.] £10,000,000,000 Global Medium Term Note Programme PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT NOTICE* OPTION NOTICE1 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent Agent1 in relation to [specify relevant Series of Notes] (the Notes) in accordance with Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of the Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... .................................................................... * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemptionredemption should be deposited with the Put Option Notice. Date: [To be completed by If the relevant Notes 1 Notwithstanding the deposit of any Notes with any Paying Agent:] Received by: ............................................ [Signature , the relevant Paying Agent acts solely as an agent of the Issuer and, if applicable, the Guarantors and stamp will not assume any obligation or responsibility towards or relationship of Paying Agent:] At its office at ......................................... ................................................................ On .......................................................... THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS REQUIRING COMPLETION HAVE BEEN DULY COMPLETEDagency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons or any other third party. SCHEDULE 5 FORM OF PUT OPTION RECEIPT ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a are in global form, the Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) should be submitted in accordance with the terms operating rules and regulations of the Conditions relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]relevant Paying Agent.

Appears in 2 contracts

Samples: Paying Agency Agreement, Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the NotesSecurities, 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 Securities 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 NotesSecurities) 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 NotesSecurities] [each such Series of NotesSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To4: [Paying Agent] FORM OF PUT OPTION PHYSICAL DELIVERY CONFIRMATION NOTICE ASSICURAZIONI GENERALI FOR CERTIFICATES [MEDIOBANCA – Banca di Credito Finanziario S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with the above Paying Agent in relation to / [specify relevant Series of NotesMEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] (the “Notes”Issuer) in accordance with Condition 8.4 [Details of issue] (Redemption and Purchase - Redemption at the option of NoteholdersCertificates) of the Senior Conditions, the undersigned holder of the Notes specified below and deposited with When completed this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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 Physical Delivery Confirmation Notice should be sent by authenticated swift message (to be confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Certificates being exercised, with a copy to the address specified below. Name of holder: Contact details: Signature of holder: 1 The Put Option Notice[Fiscal Agent] [Italian Paying Agent1]and to the Issuer or, duly completed and executedif the Physical Delivery Confirmation Notice relates to Certificates represented by Definitive Certificates, should be deposited at the specified office of any Paying Agent delivered along with the relevant Certificates to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Certificateholder or any other person for any loss or damage to any Definitive Notes and all Coupons relating thereto and maturing after Certificates deposited with it, unless such loss or damage was caused by the date fixed for redemptionfraud or negligence of the Issuer or its directors, officers or employees. DateTo: [To be completed by Paying Agent:] Received byEuroclear Bank S.A./N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX B–0000 Xxxxxxxx Belgium]* or: ............................................ [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 ASSICURAZIONI GENERALI Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]* or: Monte Titoli S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx* or: Name and address of a Put Option other relevant Clearing System* or: [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Services) [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * 1 Delete as appropriate depending on whether the Certificates are cleared in Monte Titoli or not * Delete as applicable If this Physical Delivery Confirmation Notice relating is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]*), or is not copied to the [Fiscal Agent] [Italian Paying Agent]* and the Issuer immediately after being delivered or sent to [specify Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other Clearing System] (or, in the case of Definitive Certificates, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System], in consultation with the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the Issuer and copied to the Fiscal Agent). This Physical Delivery Confirmation Notice should be completed and delivered as provided in the terms and conditions of the Certificates [as amended and/or supplemented by the relevant Series provisions of Notesthe applicable Final Terms][included in the Drawdown Prospectus] (the “Notes”) having the certificate number(s) [and denomination(sConditions)] set out below. We will hold such Note(s) Expressions defined in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions shall bear the same meanings herein. This Physical Delivery Confirmation Notice will be null and void unless the Agency Agreementbeneficial owner certifies on the date of exercise that such owner is not a “U.S. person” as such term may be defined in Regulation S under the United States Securities Act of 1933, as amended (the depositor “Securities Act”), and no securities or other property have been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with this Physical Delivery Confirmation Notice. PLEASE USE BLOCK CAPITALS 1 Name(s) and Address(es) of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt[Certificateholders][Monte Titoli Accountholder]: Name …………………………………………………. Certificate Number Denomination Dated: [date] [PAYING AGENT]Address ………………………………………………….

Appears in 2 contracts

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

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] 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 1 Insert Contractual Recognition of Bail-in language if the Calculation Agent is subject to BRRD We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Pricing Supplement or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] SCHEDULE 4 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME COMPASS GROUP PLC COMPASS GROUP FINANCE NETHERLANDS B.V. AS ISSUERS COMPASS GROUP PLC AS GUARANTOR OF NOTES ISSUED BY COMPASS GROUP FINANCE NETHERLANDS B.V. £6,000,000,000 Euro Medium Term Note Programme PUT OPTION NOTICE1 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 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on Noteholders)on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. [We hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Notes] (the “Notes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] 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 Notes in respect of which you are named as Calculation Agent in the Final Terms upon the terms of the Agency Agreement and (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause Error! Reference source not found. (Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by English law and the provisions of Clause 21 (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 GLOBALWORTH REAL ESTATE INVESTMENTS LIMITED By: EITHER SCHEDULE FORM OF CONFIRMATION We hereby accept our appointment as Calculation Agent of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●[  ] Fax: [●[  ] Attention: [●[  ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. To: Deutsche Bank AG, London Branch GLOBALWORTH REAL ESTATE INVESTMENTS LIMITED 15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME 1,500,000,000 Euro Medium Term Note Programme PUT OPTION NOTICE1 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 8.4 7(e) (Redemption and Purchase - Redemption at the option Option of Noteholders upon a Change of Control)]/[Condition 7(g) (Redemption at the Option of Noteholders) of the Senior Conditions)], the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with [[Condition 8.4 7(e) (Redemption and Purchase - Redemption at the option Option of Noteholders upon a Change of Control)]/[Condition 7(g) (Redemption at the Option of Noteholders) of the Senior Conditions )] on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by OPTION 2 (PERMANENT GLOBAL NOTE) - [complete and complete/delete as appropriate]: • 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 7(e) (Redemption at the Option of Noteholders upon a Change of Control)]/[Condition 7(g) (Redemption at the Option of Noteholders)] and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned Holder of the Permanent Global Note exercises its option to have [currency] cheque drawn on a bank in [currency centreamount] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 Notes redeemed * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemptionredemption should be deposited with the Put Option Notice. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a If the relevant Notes are in global form, the Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) should be submitted in accordance with the terms operating rules and regulations of the Conditions relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the Notes and relevant Paying Agent. accordance with Condition [Condition 7(e) (Redemption at the Agency Agreement dated Option of Noteholders upon a Change of Control)]/[Condition 7(g) (Redemption at the Option of Noteholders)] on [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT].

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby accept our appointment as Calculation Agent of the Issuer Trustee in relation to the NotesCertificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions Conditions, the applicable Final Terms 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 Trustee in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with with, the provisions of the Agency Agreement and the Conditions and (in relation to each such Series of NotesSeries) the Conditions and the provisions of the Agency Agreement applicable Final Terms and, in connection therewith, shall take all such action as may be incidental thereto. .]* For the purposes of [the NotesCertificates] [each such Series of NotesSeries] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] E-mail: [ ] Fax: [●[ ] Attention: [●[ ] [Name of Calculation Agent] By: ........................................................... :................................................................ Date: * Delete as applicable SCHEDULE 4 To: [Paying Agent] 3 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this FINAL TERMS The Final Terms in respect of each Tranche of Certificates will be substantially in the following form, duly completed Notice with to reflect the above Paying Agent particular terms of the relevant Certificates and their issue. [EU MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in relation respect of the Certificates has led to the conclusion that: (a) the target market for the Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "EU MiFID II"); and (b) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.] [specify relevant Series UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of Notes[the/each] manufacturer's product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (a) the “Notes”target market for the Certificates is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (b) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in accordance with Condition 8.4 respect of the Certificates (Redemption by either adopting or refining the manufacturer['s/s'] target market assessment) and Purchase - Redemption at the option of Noteholdersdetermining appropriate distribution channels.] [Notification under Section 309B(1)(c) of the Senior Conditions, Securities and Futures Xxx 0000 (2020 Revised Edition) of Singapore (the undersigned holder "SFA") – Solely for the purposes of the Notes specified below its obligations pursuant to Sections 309B(1)(a) and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders309B(1)(c) of the Senior Conditions on Securities and Futures Xxx 0000 (2020 Revised Edition) of Singapore (as modified or amended from time to time, the "SFA"), the Trustee has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Certificates are [date"prescribed capital markets products "]. This Notice relates to the Note(s) bearing the following certificate numbers and /["capital markets products other than prescribed capital markets products"] (as defined in the following denominations: Certificate Number Denomination Payment should be made by [complete Securities and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address]Futures (Capital Markets Products) Regulations 2018).] OR • transfer to [details Date] MAF SUKUK LTD. Issue of [ ] Certificates due [ ] under 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. U.S.$3,000,000,000 Trust Certificate Number Denomination Dated: [date] [PAYING AGENT]Issuance Programme

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent [Pursuant to Clause 2 and/or Clause 12 of the Issuer Agency Agreement, we hereby appoint you as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent] at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Obligations] (the Notes, and shall perform all matters expressed to be performed by "Obligations") upon the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions terms of the Agency Agreement andfor the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.]1 1 The Appointment Letter may either be used to appoint an institution as Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent, as the case may be, in connection therewithrespect of a particular Series of Notes (first alternative wording) or in respect of more than one Series of Notes (second alternative wording). Under the second alternative wording, shall take all the Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent, as the case may be, agrees to act as such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Issuer in relation to each any Series of Notes in respect of which it is named as Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent in the relevant Applicable Supplement. OR [Pursuant to Clause 2 and/or Clause 12 of the Agency Agreement, we hereby appoint you as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent] at your specified office detailed in the Confirmation as our agent in relation to each Series of Obligations in respect of which you are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as Applicable Supplement upon the case may be), terms of the Agency Agreement and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesObligations) in the Conditions and all matters incidental thereto.] Please complete and return to us the provisions Confirmation on the copy of the Agency Agreement and, this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection therewith, shall take all such action as may be incidental theretowith it are governed by English law. For the purposes of [the NotesYours faithfully [ ] [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 To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]CONFIRMATION

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. OR 1 Insert Contractual Recognition of Bail-in language if the Calculation Agent is subject to BRRD We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Pricing Supplement or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 FORM OF PUT OPTION NOTICE To: [Paying Agent] FORM COMPASS GROUP PLC COMPASS GROUP FINANCE NETHERLANDS B.V. AS ISSUERS COMPASS GROUP PLC AS GUARANTOR OF NOTES ISSUED BY COMPASS GROUP FINANCE NETHERLANDS B.V. £6,000,000,000 Euro Medium Term Note Programme PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT NOTICE* OPTION NOTICE1 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 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on Noteholders)on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]................................................................... ................................................................... ................................................................... ................................................................... ................................................................... ...................................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the NotesSecurities, 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 Securities 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 NotesSecurities) 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 NotesSecurities] [each such Series of NotesSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 4: FORM OF PHYSICAL DELIVERY CONFIRMATION NOTICE FOR CERTIFICATES‌ [MEDIOBANCA – Banca di Credito Finanziario S.p.A.] / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] / [MB FUNDING LUX SA] (the Issuer) [Details of issue] (the Certificates) When completed this Physical Delivery Confirmation Notice should be sent by authenticated swift message (to be confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Certificates being exercised, with a copy to the [Fiscal Agent] [Italian Paying Agent1]and to the Issuer or, if the Physical Delivery Confirmation Notice relates to Certificates represented by Definitive Certificates, should be delivered along with the Certificates to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Certificateholder or any other person for any loss or damage to any Definitive Certificates deposited with it, unless such loss or damage was caused by the fraud or negligence of the Issuer or its directors, officers or employees. To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI Euroclear Bank S.A./N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX B–1210 Brussels Belgium]∗ or: [Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]* or: Monte Titoli S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing Xxxxxx Xxxxxx, 0 20121 Milan Italy* or: Name and address of other relevant Clearing System* or: [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. / [MB FUNDING LUX SA] * cc: BNP PARIBAS, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] / [MB FUNDING LUX SA] 1 Delete as appropriate depending on whether the Certificates are cleared in Monte Titoli or not ∗ Delete as applicable (Attention: Corporate Trust Operations) * If this duly completed Physical Delivery Confirmation Notice is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]*), or is not copied to the [Fiscal Agent] [Italian Paying Agent]* and the Issuer immediately after being delivered or sent to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other Clearing System] (or, in the case of Definitive Certificates, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System], in consultation with the above Issuer and the [Fiscal Agent] [Italian Paying Agent Agent]* (or, in relation the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to [specify Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the Issuer and copied to the Fiscal Agent). This Physical Delivery Confirmation Notice should be completed and delivered as provided in the terms and conditions of the Certificates [as amended and/or supplemented by the relevant Series provisions of Notesthe applicable Final Terms][included in the Drawdown Prospectus] (the “NotesConditions) ). Expressions defined in accordance with Condition 8.4 (Redemption and Purchase - Redemption at such Conditions shall bear the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]same meanings herein. This Physical Delivery Confirmation Notice relates to will be null and void unless the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn beneficial owner certifies on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. Date: [To of exercise that such owner is not a “U.S. person” as such term may be completed by Paying Agent:] Received by: ............................................ [Signature and stamp defined in Regulation S under the United States Securities Act 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] 1933, as amended (the “NotesSecurities Act), and no securities or other property have been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with this Physical Delivery Confirmation Notice. PLEASE USE BLOCK CAPITALS 1 Name(s) having the certificate number(sand Address(es) of [and denomination(s)] set out belowCertificateholders][Monte Titoli Accountholder]: Name …………………………………………………. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]Address ………………………………………………….

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 Covered Bonds] (the “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 Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, HSBC Bank Canada By: By: CONFIRMATION EITHER [We hereby accept our appointment as Calculation Agent of the Issuer in relation to the NotesCovered Bonds, 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 in relation to each Series of Notes Covered Bonds in respect of which we are named as Calculation Agent in the relevant applicable 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 NotesCovered Bonds) the Conditions and the provisions provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. .] For the purposes of [the NotesCovered Bonds] [each such Series of NotesCovered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] FaxEmail: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: THE FIFTH SCHEDULE 4 To: [Duties under the Issuer ICSD Agreement In relation to each Series of Covered Bonds that are held under the NSS, the Issuing and Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice Agent will comply with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]provisions:

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the NotesSecurities, 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 Securities 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 NotesSecurities) 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 NotesSecurities] [each such Series of NotesSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To4: [Paying Agent] FORM OF PUT OPTION PHYSICAL DELIVERY CONFIRMATION NOTICE ASSICURAZIONI GENERALI FOR CERTIFICATES [MEDIOBANCA – Banca di Credito Finanziario S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with the above Paying Agent in relation to / [specify relevant Series of NotesMEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] (the “Notes”Issuer) in accordance with Condition 8.4 [Details of issue] (Redemption and Purchase - Redemption at the option of NoteholdersCertificates) of the Senior Conditions, the undersigned holder of the Notes specified below and deposited with When completed this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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 Physical Delivery Confirmation Notice should be sent by authenticated swift message (to be confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Certificates being exercised, with a copy to the address specified below. Name of holder: Contact details: Signature of holder: 1 The Put Option Notice[Fiscal Agent] [Italian Paying Agent1]and to the Issuer or, duly completed and executedif the Physical Delivery Confirmation Notice relates to Certificates represented by Definitive Certificates, should be deposited at the specified office of any Paying Agent delivered along with the relevant Certificates to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Certificateholder or any other person for any loss or damage to any Definitive Notes and all Coupons relating thereto and maturing after Certificates deposited with it, unless such loss or damage was caused by the date fixed for redemptionfraud or negligence of the Issuer or its directors, officers or employees. DateTo: [To be completed by Paying Agent:] Received byEuroclear Bank S.A./N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX B–0000 Xxxxxxxx Belgium]∗ or: ............................................ [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 ASSICURAZIONI GENERALI Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]* or: Monte Titoli S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx* or: Name and address of a Put Option other relevant Clearing System* or: [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Operations) [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * 1 Delete as appropriate depending on whether the Certificates are cleared in Monte Titoli or not ∗ Delete as applicable If this Physical Delivery Confirmation Notice relating is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]*), or is not copied to the [Fiscal Agent] [Italian Paying Agent]* and the Issuer immediately after being delivered or sent to [specify Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other Clearing System] (or, in the case of Definitive Certificates, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System], in consultation with the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the Issuer and copied to the Fiscal Agent). This Physical Delivery Confirmation Notice should be completed and delivered as provided in the terms and conditions of the Certificates [as amended and/or supplemented by the relevant Series provisions of Notesthe applicable Final Terms][included in the Drawdown Prospectus] (the “Notes”) having the certificate number(s) [and denomination(sConditions)] set out below. We will hold such Note(s) Expressions defined in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions shall bear the same meanings herein. This Physical Delivery Confirmation Notice will be null and void unless the Agency Agreementbeneficial owner certifies on the date of exercise that such owner is not a “U.S. person” as such term may be defined in Regulation S under the United States Securities Act of 1933, as amended (the depositor “Securities Act”), and no securities or other property have been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with this Physical Delivery Confirmation Notice. PLEASE USE BLOCK CAPITALS 1 Name(s) and Address(es) of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt[Certificateholders][Monte Titoli Accountholder]: Name …………………………………………………. Certificate Number Denomination Dated: [date] [PAYING AGENT]Address ………………………………………………….

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of [specify relevant Issuer and the Issuer 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 [specify relevant Issuer and the Issuer 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] FORM OF ATLAS COPCO AB ATLAS COPCO FINANCE DAC U.S.$ 3,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by ATLAS COPCO AB PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 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 8.4 9(f) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), 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 8.4 9(f) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT].................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer Trustee in relation to the NotesCertificates, 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 Trustee in relation to each Series of Notes Certificates in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesCertificates) 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 NotesCertificates] [each such Series of NotesCertificates] and the Agency Agreement our specified office and communication details are as follows: Address: [] Fax: [] Attention: [] [Calculation Agent] By: ........................................................... .............................................................. Date: SCHEDULE 4 To: [Paying Agent] 3‌ FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.pAPPLICABLE FINAL TERMS [MiFID II product governance/professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with ] [UK MiFIR product governance/professional investors and ECPs only target market – Solely for the above Paying Agent purposes of [the/each] manufacturer's product approval process, the target market assessment in relation respect of the Certificates has led to [specify relevant Series of Notes] the conclusion that: (i) the target market for the Certificates is only eligible counterparties, as defined in the United Kingdom (the “Notes”"UK") Financial Conduct Authority ("FCA") Handbook Conduct of Business Sourcebook, and professional clients, as defined in accordance with Condition 8.4 Regulation (Redemption and Purchase - Redemption at the option EU) No. 600/2014 as it forms part of Noteholders) domestic law of the Senior Conditions, the undersigned holder UK by virtue of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 European Union (Redemption and Purchase - Redemption at the option of NoteholdersWithdrawal) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] Act 2018 (the “Notes”) having the certificate number(s) [and denomination(s"UK MiFIR")] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]; and

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 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 Pricing Supplement or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●] Fax: [●[ [ ] ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] SCHEDULE 4 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME COMPASS GROUP PLC COMPASS GROUP FINANCE NETHERLANDS B.V. AS ISSUERS COMPASS GROUP PLC AS GUARANTOR OF NOTES ISSUED BY COMPASS GROUP FINANCE NETHERLANDS B.V. £6,000,000,000 Euro Medium Term Note Programme PUT OPTION NOTICE1 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 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on Noteholders)on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the NotesSecurities, 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 Securities 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 NotesSecurities) 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 NotesSecurities] [each such Series of NotesSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 4: FORM OF EXERCISE NOTICE FOR WARRANTS [MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] (the Issuer) [Details of issue] (the Warrants) When completed, this Exercise Notice should be sent by authenticated swift message (to be confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Warrants being exercised, with a copy to the [Fiscal Agent] [Italian Paying Agent]1 and to the Issuer or, if the Exercise Notice relates to Warrants represented by Definitive Warrants, should be delivered along with the Warrants to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Warrantholder or any other person for any loss or damage to any Definitive Warrants deposited with it, unless such loss or damage was caused by the fraud or negligence of the Issuer or its directors, officers or employees. To: [Paying Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]2 or: [Euroclear Bank S.A/N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels Belgium]3 or: [Monte Titoli S.p.A.4 Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx] or: [Name and address of other relevant Clearing System]5 or: [MEDIOBANCA – Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Services) [MEDIOBANCA – Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.]6 1 Delete as appropriate depending on whether the Warrants are cleared via Monte Titoli or not 2Delete as appropriate 3Delete as appropriate 4 Delete as appropriate 5 Delete as appropriate 6 Delete as appropriate If this Exercise Notice is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing [Italian Paying Agent]7), or is not copied to [the Fiscal Agent] [Italian Paying Agent]8and the Issuer immediately after being delivered or sent to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] (or, in the case of Definitive Warrants, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this duly completed Exercise Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System], in consultation with the above Issuer and the [Fiscal Agent] [Italian Paying Agent Agent9] (or, in relation the case of Definitive Warrants, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Exercise Notice submitted at the time such correction was delivered to [specify Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Series Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent10] (or, in the case of NotesDefinitive Warrants, to the Issuer and copied to the Fiscal Agent). This Exercise Notice should be completed and delivered as provided in the [terms and conditions of the Warrants as amended and/or supplemented by the relevant provisions of the applicable Final Terms] [the terms and conditions of the Warrants included in the Drawdown Prospectus] (the “NotesConditions) ). Expressions defined in accordance with Condition 8.4 (Redemption and Purchase - Redemption at such Conditions shall bear the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]same meanings herein. This Exercise Notice relates to will be null and void unless the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn beneficial owner certifies on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. Date: [To of exercise that such owner is not a “U.S. person” as such term may be completed by Paying Agent:] Received by: ............................................ [Signature and stamp defined in Regulation S under the United States Securities Act 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] 1933, as amended (the “NotesSecurities Act) having ), and no securities or other property have been or will be delivered within the certificate number(s) [and denomination(s)] set out belowUnited States or to, or for the account of benefit of, a U.S. person in connection with this Exercise Notice. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]PLEASE USE BLOCK CAPITALS

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. [We hereby accept our appointment as Calculation Agent of the Issuer Trustee in relation to the NotesCertificates, 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 Trustee in relation to respect of each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (or, as the case may beapplicable, Pricing Supplement), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to respect of each such Series of NotesSeries) 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 NotesCertificates] [each such Series of NotesSeries] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [] FaxFacsimile: [⚫] Email: [⚫] Attention: [] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] 3 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 FAB Sukuk Company Limited U.S.$5,000,000,000 Trust Certificate Issuance Programme Specified Currency][amount] Trust Certificates due [year]2 (the Certificates) We refer to the Amended and Restated Agency Agreement dated 24 January 2022 entered into in respect of the above Trust Certificate Issuance Programme (as amended or supplemented from time to time, the Agency Agreement) between, inter alios, ourselves, First Abu Dhabi Bank PJSC, the Paying Agent, the Delegate, the Transfer Agent, the Calculation Agent, the Principal Paying Agent and the Registrar, a copy of which has been supplied to you by us. By depositing delivering this duly completed [Certificateholder]/[Tangibility Event] Put Option Notice with to the above Principal Paying Agent in relation to [specify relevant Series of Notes] (for the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, Certificates the undersigned holder of such Certificates [as are, or are represented by the Notes Definitive Certificate that is, surrendered with this [Certificateholder]/[Tangibility Event] Put Option Notice]/[with interests in the Global Certificate as are specified in the records of Euroclear/Clearstream, Luxembourg]* and referred to below irrevocably exercises its early dissolution right to have such Certificates, or the face amount of Certificates specified below and deposited with this redeemed on the [Certificateholder]/[Tangibility Event] Put Option Date under Condition [10(d)]/[10(e)] of the Certificates. This [Certificateholder]/[Tangibility Event] Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to Certificates in the Note(s) aggregate face amount of [⚫], [bearing the following certificate numbers and serial numbers]/[relating to the following interests in the following denominationsGlobal Certificate as are specified in the records of Euroclear/Clearstream, Luxembourg]3: [⚫] [If the Definitive Certificate Number Denomination Payment to which this [Certificateholder]/[Tangibility Event] Put Option Notice relates is to be returned [or, in the case of a partial exercise of an early dissolution right in respect of a single holding of Certificates, a new Definitive Certificate representing the balance of the Certificateholders' holding in respect of which no such right has been exercised is to be issued to such Certificateholder,] such Definitive Certificate should be made returned by post to(1): [complete and delete as appropriate]: • [currencyINSERT ADDRESS] cheque drawn on a bank Payment Instructions Please make payment in [currency centre] and in favour respect of [name of payee] and mailed at the payee’s risk above Certificates by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “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 each 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 Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, XXXXX XXXX XX XXXXXX, as Issuer Per: Name: Title: Per: Name: Title: RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, RBC COVERED BOND GP INC., as Guarantor Per: Name: Title: Per: Name: Title: CONFIRMATION EITHER [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the NotesCovered Bonds, 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 Guarantor LP in relation to each Series of Notes Covered Bonds in respect of which we are named as Calculation Agent in the relevant applicable 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 NotesCovered Bonds) the Conditions and the provisions provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. .] For the purposes of [the NotesCovered Bonds] [each such Series of NotesCovered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [●] [ Fax: [●[ ] Attention: [●] [ [Calculation Agent] By: ........................................................... Date: THE FIFTH SCHEDULE 4 To: [Duties under the Issuer-ICSDs Agreement In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice Agent or the European Registrar, as the case may be, will comply with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]provisions:

Appears in 1 contract

Samples: Agency Agreement (Royal Bank of Canada)

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “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 each 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 Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, ROYAL BANK OF CANADA, as Issuer Per: Name: Title: Per: Name: Title: RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, RBC COVERED BOND GP INC., as Guarantor Per: Name: Title: Per: Name: Title: CONFIRMATION EITHER‌ [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the NotesCovered Bonds, 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 Guarantor LP in relation to each Series of Notes Covered Bonds in respect of which we are named as Calculation Agent in the relevant applicable 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 NotesCovered Bonds) the Conditions and the provisions provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. .] For the purposes of [the NotesCovered Bonds] [each such Series of NotesCovered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [●] [ Fax: [●[ ] ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: THE FIFTH SCHEDULE 4 To: [Duties under the Issuer-ICSDs Agreement In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice Agent or the European Registrar, as the case may be, will comply with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]provisions:

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [XXX Hellas PLC/XXX Hellas (Cayman Islands) Limited/ Eurobank Ergasias S.A.] in relation to the NotesInstruments, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Terms and Conditions and the provisions of the Issue and Paying 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 [XXX Hellas PLC/XXX Hellas (Cayman Islands) Limited/Eurobank Ergasias S.A.] in relation to each Series of Notes Instruments in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (Pricing Supplement, as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesInstruments) the Terms and Conditions and the provisions of the Issue and Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the NotesInstruments] [each such Series of NotesInstruments] and the Issue and Paying Agency Agreement our specified office and communication details are as follows: Address: [●[ ] E-mail: [ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 7 FORM OF PUT OPTION NOTICE To: [Paying Agent] FORM OF [XXX HELLAS PLC/XXX HELLAS (CAYMAN ISLANDS) LIMITED/EUROBANK ERGASIAS S.A.] Programme for the Issuance of Debt Instruments guaranteed by (in the case of Instruments issued by XXX Hellas PLC and XXX Hellas (Cayman Islands) Limited) EUROBANK ERGASIAS S.A. PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT NOTICE7 OPTION NOTICE1 1 (DEFINITIVE INSTRUMENTS) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of NotesInstruments] issued by [XXX Hellas PLC/XXX Hellas (Cayman Islands) Limited/Eurobank Ergasias S.A.] (the “Notes”"Instruments") in accordance with Condition 8.4 7.8 (Optional Early Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions(Put)), the undersigned holder of the Notes Instruments specified below and deposited with this Put Option Notice exercises its option to have such Notes Instruments redeemed in accordance with Condition 8.4 7.8 (Optional Early Redemption and Purchase - Redemption at the option of Noteholders(Put)) of the Senior Conditions on [date]. This Notice relates to the Note(sInstrument(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT].................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 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 5 FORMS OF PUT OPTION NOTICE AND CHANGE OF CONTROL PUT EVENT NOTICE To: [Paying Agent] FORM OF ALFA LAVAL TREASURY INTERNATIONAL AB (PUBL) EUR 2,000,000,000 Euro Medium Term Note Programme guaranteed by ALFA LAVAL AB (PUBL) [PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME NOTICE/CHANGE OF CONTROL PUT EVENT NOTICE]∗ OPTION NOTICE1 1 (DEFINITIVE NOTES) – [complete/delete as applicable] By depositing this duly completed Notice with the above named Paying Agent in relation to [specify relevant Series of Notes] (the Notes) in accordance with [Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of NoteholdersNoteholders)/Condition 9(f) (Change of the Senior ConditionsControl Put Option)], the undersigned holder of the Notes Noteholder specified below and deposited with this [Put Option Notice Notice/Change of Control Put Event Notice] exercises its option to have such Notes redeemed in accordance with [Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of NoteholdersNoteholders)/Condition 9(f) (Change of the Senior Conditions Control Put Option)] on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]................................................................................... ................................................................................... ................................................................................... ................................................................................... ................................................................................... ...................................................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent [Pursuant to Clause 2 and/or Clause 12 of the Issuer Agency Agreement, we hereby appoint you as [Principal Paying Agent, Registrar, Paying Agent and/or Calculation Agent] at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Obligations] (the Notes, and shall perform all matters expressed to be performed by "Obligations") upon the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions terms of the Agency Agreement andfor the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.]1 1 The Appointment Letter may either be used to appoint an institution as Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent, as the case may be, in connection therewithrespect of a particular Series of Notes (first alternative wording) or in respect of more than one Series of Notes (second alternative wording). Under the second alternative wording, shall take all the Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent, as the case may be, agrees to act as such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Issuer in relation to each any Series of Notes in respect of which it is named as Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent in the relevant Pricing Supplement. OR [Pursuant to Clause 2 and/or Clause 12 of the Agency Agreement, we hereby appoint you as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent] at your specified office detailed in the Confirmation as our agent in relation to each Series of Obligations in respect of which you are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as Applicable Supplement upon the case may be), terms of the Agency Agreement and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesObligations) in the Conditions and all matters incidental thereto.] Please complete and return to us the provisions Confirmation on the copy of the Agency Agreement and, this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection therewith, shall take all such action as may be incidental theretowith it are governed by English law. For the purposes of [the NotesYours faithfully [ ] [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 To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]CONFIRMATION

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 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 5 FORM OF PUT OPTION NOTICE/EARLY REDEMPTION NOTICE To: [Paying Agent] FORM OF RYANAIR LIMITED €3,000,000,000 Euro Medium Term Note Programme guaranteed by RYANAIR HOLDINGS PLC [PUT OPTION]/[EARLY REDEMPTION]1 NOTICE]* OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 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 8.4 10(e) (Redemption and Purchase - Redemption at the option of NoteholdersNoteholders)]/[Condition 10(f) (Change of the Senior ConditionsControl)] [delete as applicable], the undersigned holder Holder of the Notes specified below and deposited with this [Put Option Notice Notice]/[Early Redemption Notice] [delete as applicable] exercises its option to have such Notes redeemed in accordance with [Condition 8.4 10(e) (Redemption and Purchase - Redemption at the option of NoteholdersNoteholders)]/[Condition 10(f) (Change of the Senior Conditions Control)] [delete as applicable] on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete 1 Delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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 belowapplicable. Name of holder: Contact details: Signature of holder: 1 * The Put Option Notice/Early Redemption Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with Agent. If the relevant Notes are in definitive form or individual note certificate form, such Definitive Notes and all Coupons Coupons, or as the case may be, Individual Note Certificate relating thereto and maturing after the date fixed for redemption. Date: [To redemption should 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a deposited with the Put Option Notice/Early Redemption Notice. If the relevant Notes are in global form, the Put Option Notice/Early Redemption Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) should be submitted in accordance with the terms operating rules and regulations of the Conditions relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]relevant Paying Agent.

Appears in 1 contract

Samples: Ryanair Holdings PLC

EITHER. We hereby accept our appointment as Calculation Agent of the Relevant Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Relevant Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be), ) and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] FaxEmail: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p[If the relevant Notes are in global form the notice of the exercise of the put option contained in Condition 9(f) (Redemption at the option of Noteholders) should be submitted in accordance with the applicable rules and procedures of Euroclear, Clearstream and/or other relevant clearing systems (as the case may be) and if possible, the relevant interests in the relevant Global Note or Global Registered Note Certificate should be blocked to the satisfaction of the relevant Paying Agent.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME ] To: [Paying Agent]/[Transfer Agent]/[Registrar] INTERCONTINENTAL HOTELS GROUP PLC and IHG FINANCE LLC £4,000,000,000 Euro Medium Term Note Programme PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the Notes) in accordance with Condition 8.4 9(f) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), 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 8.4 9(f) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by …………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. OPTION 2 (INDIVIDUAL NOTE CERTIFICATES) - [complete and complete/delete as appropriate]: • applicable] By depositing this duly completed Notice with the above [currencyTransfer Agent/Registrar] cheque drawn on a bank in relation to [currency centrespecify relevant Series of Notes] and (the Notes) in favour of [name of payee] and mailed accordance with Condition 9(f) (Redemption at the payee’s risk by uninsured airmail post to [name option of addressee] at [addressee’s address].] OR • transfer to [details Noteholders), the undersigned holder 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with or Transfer Agent or the Registrar. If the relevant Notes are in definitive form, such Definitive Notes and or Individual Note Certificates, as the case may be, and, in respect of Notes in bearer form, all Coupons relating thereto and maturing after the date fixed for redemptionredemption should be deposited with the Put Option Notice. Date: [To be completed the Notes specified below and evidenced by Paying Agent:] Received by: ............................................ [Signature the Individual Note Certificate(s) referred to below 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a presented with this Put Option Notice relating exercises its option to have such Notes redeemed in accordance with Condition 9(f) (Redemption at the option of Noteholders) on [specify relevant Series of Notes] (date]. This Notice relates to the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .......................................................................... ........................................................................ .......................................................................... ........................................................................ .......................................................................... ........................................................................ If the Individual Note Certificates referred to above or new Individual Note Certificates in respect of the balance of the Notes referred to above are to be returned or delivered (as the case may be) to the undersigned in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender Notes, they should be returned or delivered (as the case may be) by post to: ...................................................................... ...................................................................... ...................................................................... The undersigned acknowledges that any Individual Note Certificates so returned will be sent by uninsured airmail post at the risk of this Put Option Receiptthe registered Holder. Certificate Number Denomination DatedName of Holder: [date] [PAYING AGENT]......................................................................

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [XXX Hellas PLC/XXX Hellas (Cayman Islands) Limited/ Eurobank Ergasias S.A.] in relation to the NotesInstruments, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Terms and Conditions and the provisions of the Issue and Paying 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 [XXX Hellas PLC/XXX Hellas (Cayman Islands) Limited/Eurobank Ergasias S.A.] in relation to each Series of Notes Instruments in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (Pricing Supplement, as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesInstruments) the Terms and Conditions and the provisions of the Issue and Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the NotesInstruments] [each such Series of NotesInstruments] and the Issue and Paying Agency Agreement our specified office and communication details are as follows: Address: [●[ ] E-mail: [ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 7 Form of Put Option Notice To: [Paying Agent] FORM OF [XXX HELLAS PLC/XXX HELLAS (CAYMAN ISLANDS) LIMITED/EUROBANK ERGASIAS S.A.] Programme for the Issuance of Debt Instruments guaranteed by (in the case of Instruments issued by XXX Hellas PLC and XXX Hellas (Cayman Islands) Limited) EUROBANK ERGASIAS S.A. PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT NOTICE7 OPTION NOTICE1 1 (DEFINITIVE INSTRUMENTS) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of NotesInstruments] issued by [XXX Hellas PLC/XXX Hellas (Cayman Islands) Limited/Eurobank Ergasias S.A.] (the “Notes”"Instruments") in accordance with Condition 8.4 7.8 (Optional Early Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions(Put)), the undersigned holder of the Notes Instruments specified below and deposited with this Put Option Notice exercises its option to have such Notes Instruments redeemed in accordance with Condition 8.4 7.8 (Optional Early Redemption and Purchase - Redemption at the option of Noteholders(Put)) of the Senior Conditions on [date]. This Notice relates to the Note(sInstrument(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT].................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. [We hereby accept our appointment as Calculation Agent of the Issuer Trustee in relation to the NotesCertificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions Conditions, the applicable Final Terms 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 Trustee in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with with, the provisions of the Agency Agreement and the Conditions and (in relation to each such Series of NotesSeries) the Conditions and the provisions of the Agency Agreement applicable Final Terms and, in connection therewith, shall take all such action as may be incidental thereto. .]* For the purposes of [the NotesCertificates] [each such Series of NotesSeries] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [●] Fax: [●[ [ ] ] Attention: [●[ ] [Name of Calculation Agent] By: ........................................................... Date: * Delete as applicable SCHEDULE 4 To: [Paying Agent] 3 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.pFINAL TERMS [MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed ] [UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR), only; and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.][Notification under Section 309B(1)(c) of the Securities and Futures Xxx 0000 (2020 Revised Edition) of Singapore, as amended or modified from time to time (the “SFA”) - [Notice to be included if classification of the Certificates is not “prescribed capital markets products”, pursuant to Section 309B of the SFA.]] [Date] DIB SUKUK LIMITED Legal Entity Identifier (LEI): 549300U3ZMUHC2JQLL56 Issue of [Aggregate Face Amount of Tranche] [Title of Certificates] [to be consolidated and form a single series with the above Paying Agent in relation to existing [specify relevant Series Aggregate Face Amount of NotesTranche] [Title of Certificates] issued on [ ] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at Original Certificates)]1 under the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]U.S.$7,500,000,000

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby accept our appointment as Calculation Agent of the Issuer Trustee in relation to the NotesCertificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions Conditions, the applicable Final Terms 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 Trustee in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with with, the provisions of the Agency Agreement and the Conditions and (in relation to each such Series of NotesSeries) the Conditions and the provisions of the Agency Agreement applicable Final Terms and, in connection therewith, shall take all such action as may be incidental thereto. .]* For the purposes of [the NotesCertificates] [each such Series of NotesSeries] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] E-mail: [ ] Fax: [●[ ] Attention: [●[ ] [Name of Calculation Agent] By: ........................................................... :................................................................ Date: * Delete as applicable SCHEDULE 4 To: [Paying Agent] 3 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this FINAL TERMS The Final Terms in respect of each Tranche of Certificates will be substantially in the following form, duly completed Notice with to reflect the above Paying Agent particular terms of the relevant Certificates and their issue. [EU MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in relation respect of the Certificates has led to the conclusion that: (a) the target market for the Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "EU MiFID II"); and (b) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.] [specify relevant Series UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of Notes[the/each] manufacturer's product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (a) the “Notes”target market for the Certificates is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (b) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in accordance with Condition 8.4 respect of the Certificates (Redemption by either adopting or refining the manufacturer['s/s'] target market assessment) and Purchase - Redemption at the option of Noteholdersdetermining appropriate distribution channels.] [Notification under Section 309B(1)(c) of the Senior Conditions, Securities and Futures Act (Chapter 289) of Singapore (the undersigned holder "SFA") – Solely for the purposes of the Notes specified below its obligations pursuant to Sections 309B(1)(a) and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders309B(1)(c) of the Senior Conditions on Securities and Futures Act (Chapter 289) of Singapore (as modified or amended from time to time, the "SFA"), the Trustee has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Certificates are [date"prescribed capital markets products "]. This Notice relates to the Note(s) bearing the following certificate numbers and /["capital markets products other than prescribed capital markets products"] (as defined in the following denominations: Certificate Number Denomination Payment should be made by [complete Securities and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address]Futures (Capital Markets Products) Regulations 2018).] OR • transfer to [details Date] MAF SUKUK LTD. Issue of [ ] Certificates due [ ] under 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. U.S.$3,000,000,000 Trust Certificate Number Denomination Dated: [date] [PAYING AGENT]Issuance Programme

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the NotesSecurities, 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 Securities 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 NotesSecurities) 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 NotesSecurities] [each such Series of NotesSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] FORM OF PUT OPTION EXERCISE NOTICE ASSICURAZIONI GENERALI FOR WARRANTS [MEDIOBANCA – Banca di Credito Finanziario S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with the above Paying Agent in relation to / [specify relevant Series of NotesMEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] (the “Notes”Issuer) in accordance with Condition 8.4 [Details of issue] (Redemption and Purchase - Redemption at the option of NoteholdersWarrants) of the Senior ConditionsWhen completed, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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 Exercise Notice should be sent by authenticated swift message (to be confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Warrants being exercised, with a copy to the address specified below. Name of holder: Contact details: Signature of holder: 1 The Put Option Notice[Fiscal Agent] [Italian Paying Agent]1 and to the Issuer or, duly completed and executedif the Exercise Notice relates to Warrants represented by Definitive Warrants, should be deposited at the specified office of any Paying Agent delivered along with the relevant Warrants to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Warrantholder or any other person for any loss or damage to any Definitive Notes and all Coupons relating thereto and maturing after Warrants deposited with it, unless such loss or damage was caused by the date fixed for redemptionfraud or negligence of the Issuer or its directors, officers or employees. DateTo: [To be completed by Paying Agent:] Received byClearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]2 or: ............................................ [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 ASSICURAZIONI GENERALI Euroclear Bank S.A/N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels Belgium] 3 or: [Monte Titoli S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx] 4 or: [Name and address of a Put Option Notice relating to other relevant Clearing System] 5 or: [specify relevant Series of NotesMEDIOBANCA – Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (the “Notes”Luxembourg) having the certificate number(sS.A.] cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Services) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [dateMEDIOBANCA – Banca di Credito Finanziario S.p.A.] [PAYING AGENT]MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] 6 If this Exercise Notice is determined to be incomplete or not in proper form (in the determination 1 Delete as appropriate depending on whether the Warrants are cleared via Monte Titoli or not.

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [Eurobank Ergasias Services and Holdings S.A./Eurobank S.A.] in relation to the NotesInstruments, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Terms and Conditions and the provisions of the Issue and Paying 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 [Eurobank Ergasias Services and Holdings S.A./Eurobank S.A.] in relation to each Series of Notes Instruments 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), applicable Pricing Supplement and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesInstruments) the Terms and Conditions and the provisions of the Issue and Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the NotesInstruments] [each such Series of NotesInstruments] and the Issue and Paying Agency Agreement our specified office and communication details are as follows: Address: [●[ ] E-mail: [ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 7 Form of Put Option Notice To: [Paying Agent] FORM OF EUROBANK S.A. Programme for the Issuance of Debt Instruments PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT NOTICE6 OPTION NOTICE1 1 (DEFINITIVE INSTRUMENTS) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of NotesInstruments] issued by Eurobank S.A. (the “Notes”"Instruments") in accordance with Condition 8.4 5.8 (Optional Early Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions(Put)), the undersigned holder of the Notes Instruments specified below and deposited with this Put Option Notice exercises its option to have such Notes Instruments redeemed in accordance with Condition 8.4 5.8 (Optional Early Redemption and Purchase - Redemption at the option of Noteholders(Put)) of the Senior Conditions on [date]. This Notice relates to the Note(sInstrument(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... OPTION 2 (PERMANENT GLOBAL INSTRUMENTS) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Instruments] issued Eurobank S.A. (the "Instruments") in accordance with Condition 5.8 (Optional Early Redemption (Put)) and the terms of the Permanent Global Instrument issued in respect of the Instruments, the undersigned holder of the Permanent Global Instrument exercises its option to have [currency] [amount] of the Instruments redeemed accordance with Condition 5.8 (Optional Early Redemption (Put)) on [date]. [END OF OPTIONS] Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer Trustee in relation to the NotesCertificates, 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 Trustee in relation to each Series of Notes Certificates in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesCertificates) 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 NotesCertificates] [each such Series of NotesCertificates] and the Agency Agreement our specified office and communication details are as follows: Address: [●] Fax: [●] Attention: [] [Calculation Agent] By: ........................................................... .............................................................. Date: SCHEDULE 4 To: [Paying Agent] 3 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.pAPPLICABLE FINAL TERMS [EU MiFID II product governance/professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "EU MiFID II"); and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with ] [UK MiFIR product governance/professional investors and ECPs only target market – Solely for the above Paying Agent purposes of [the/each] manufacturer's product approval process, the target market assessment in relation respect of the Certificates has led to [specify relevant Series of Notes] the conclusion that: (i) the target market for the Certificates is only eligible counterparties, as defined in the United Kingdom (the “Notes”"UK") Financial Conduct Authority ("FCA") Handbook Conduct of Business Sourcebook, and professional clients, as defined in accordance with Condition 8.4 Regulation (Redemption and Purchase - Redemption at the option EU) No. 600/2014 as it forms part of Noteholders) domestic law of the Senior Conditions, the undersigned holder UK by virtue of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 European Union (Redemption and Purchase - Redemption at the option of NoteholdersWithdrawal) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] Act 2018 (the “Notes”) having the certificate number(s) [and denomination(s"UK MiFIR")] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]; and

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “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 each 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 Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, ROYAL BANK OF CANADA, as Issuer Per: Name: Title: Per: Name: Title: RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, RBC COVERED BOND GP INC., as Guarantor Per: Name: Title: Per: Name: Title: CONFIRMATION EITHER [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the NotesCovered Bonds, 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 Guarantor LP in relation to each Series of Notes Covered Bonds in respect of which we are named as Calculation Agent in the relevant applicable 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 NotesCovered Bonds) the Conditions and the provisions provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. .] For the purposes of [the NotesCovered Bonds] [each such Series of NotesCovered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: THE FIFTH SCHEDULE 4 To: [Duties under the Issuer-ICSDs Agreement In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice Agent or the European Registrar, as the case may be, will comply with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]provisions:

Appears in 1 contract

Samples: Agency Agreement (RBC Covered Bond Guarantor Limited Partnership)

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 Covered Bonds] (the “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 Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, XX XXXXXX CENTRALE XXXXXXXXXX DU QUÉBEC By: By: CONFIRMATION EITHER [We hereby accept our appointment as Calculation Agent of the Issuer in relation to the NotesCovered Bonds, 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 in relation to each Series of Notes Covered Bonds in respect of which we are named as Calculation Agent in the relevant applicable 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 NotesCovered Bonds) the Conditions and the provisions provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. .] For the purposes of [the NotesCovered Bonds] [each such Series of NotesCovered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Telex: [ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: THE FIFTH SCHEDULE 4 To: [Duties under the Issuer ICSD Agreement In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice Agent or European Registrar, as appropriate, will comply with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]provisions:

Appears in 1 contract

Samples: Agency Agreement

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EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the NotesSecurities, 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 Securities 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 NotesSecurities) 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 NotesSecurities] [each such Series of NotesSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To4: [Paying Agent] FORM OF PUT OPTION PHYSICAL DELIVERY CONFIRMATION NOTICE ASSICURAZIONI GENERALI FOR CERTIFICATES [MEDIOBANCA – Banca di Credito Finanziario S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with the above Paying Agent in relation to / [specify relevant Series of NotesMEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] (the “Notes”Issuer) in accordance with Condition 8.4 [Details of issue] (Redemption and Purchase - Redemption at the option of NoteholdersCertificates) of the Senior Conditions, the undersigned holder of the Notes specified below and deposited with When completed this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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 Physical Delivery Confirmation Notice should be sent by authenticated swift message (to be confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Certificates being exercised, with a copy to the address specified below. Name of holder: Contact details: Signature of holder: 1 The Put Option Notice[Fiscal Agent] [Italian Paying Agent1]and to the Issuer or, duly completed and executedif the Physical Delivery Confirmation Notice relates to Certificates represented by Definitive Certificates, should be deposited at the specified office of any Paying Agent delivered along with the relevant Certificates to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Certificateholder or any other person for any loss or damage to any Definitive Notes and all Coupons relating thereto and maturing after Certificates deposited with it, unless such loss or damage was caused by the date fixed for redemptionfraud or negligence of the Issuer or its directors, officers or employees. DateTo: [To be completed by Paying Agent:] Received byEuroclear Bank S.A./N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX B–0000 Xxxxxxxx Belgium]* or: ............................................ [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 ASSICURAZIONI GENERALI Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]* or: Monte Titoli S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx* or: Name and address of a Put Option other relevant Clearing System* or: [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Operations) [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * 1 Delete as appropriate depending on whether the Certificates are cleared in Monte Titoli or not * Delete as applicable If this Physical Delivery Confirmation Notice relating is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]*), or is not copied to the [Fiscal Agent] [Italian Paying Agent]* and the Issuer immediately after being delivered or sent to [specify Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other Clearing System] (or, in the case of Definitive Certificates, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System], in consultation with the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the Issuer and copied to the Fiscal Agent). This Physical Delivery Confirmation Notice should be completed and delivered as provided in the terms and conditions of the Certificates [as amended and/or supplemented by the relevant Series provisions of Notesthe applicable Final Terms][included in the Drawdown Prospectus] (the “Notes”) having the certificate number(s) [and denomination(sConditions)] set out below. We will hold such Note(s) Expressions defined in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions shall bear the same meanings herein. This Physical Delivery Confirmation Notice will be null and void unless the Agency Agreementbeneficial owner certifies on the date of exercise that such owner is not a “U.S. person” as such term may be defined in Regulation S under the United States Securities Act of 1933, as amended (the depositor “Securities Act”), and no securities or other property have been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with this Physical Delivery Confirmation Notice. PLEASE USE BLOCK CAPITALS 1 Name(s) and Address(es) of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt[Certificateholders][Monte Titoli Accountholder]: Name …………………………………………………. Certificate Number Denomination Dated: [date] [PAYING AGENT]Address ………………………………………………….

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] of the Issuer in relation to the NotesObligations, and shall perform all matters expressed to be performed by the [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent 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 [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] of the Issuer in relation to each Series of Notes Obligations in respect of which we are named as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Applicable Supplement, and shall perform all matters expressed to be performed by the [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] in, and shall otherwise comply with (in relation to each such Series of NotesObligations) 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 NotesNotes / Loans] [each such Series of NotesObligations] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Email: [ ] Fax: [●[ ] Attention: [●[ ] [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent, as applicable] By: ........................................................... Date: SCHEDULE 4 ToEXECUTION PAGE Signed by a duly authorised attorney of ) XXXX FUNDING PLC ) Address: [00 Xxxxxxxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Fax: +000 0 000 0000 Attention: The Directors The Issue Agent, Principal Paying Agent] FORM , Loan Agent and Calculation Agent SIGNED for and on behalf of ) THE BANK OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with the above Paying NEW YORK MELLON ) By: Name: Address: Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Fax: +00 00 0000 0000 Attention: Manager, Corporate Trust Administration The Registrar SIGNED for and on behalf of ) THE BANK OF NEW YORK MELLON ) SA/NV, LUXEMBOURG BRANCH ) By: Name: Address: Vertigo Building – Polaris, 0-0 Xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg Fax: +(000) 0000 0000 Email: Xxxxx_XXX@xxxxxxxxx.xxx The Determination Agent in relation to [specify relevant Series of Notes] (the “Notes”EXECUTED by XXXXXX XXXXXXX & CO. ) INTERNATIONAL PLC ) in accordance with Condition 8.4 the presence of: Address: 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Telex: 8812564 MORGSTAN G Fax: + 00 (Redemption 0) 00 0000 0000 Attention: Structured Credit Products Group The Trustee SIGNED for and Purchase - Redemption at the option on behalf of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of NoteholdersBNY MELLON CORPORATE TRUSTEE ) of the Senior Conditions on [date]. This Notice relates to the Note(sSERVICES LIMITED ) bearing the following certificate numbers and in the following denominationsBy: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]Name: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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 holderAddress: Contact detailsXxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Fax: Signature of holder: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]+00 00 0000 0000

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “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 each 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 Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, ROYAL BANK OF CANADA, as Issuer Per: Name: Title: Per: Name: Title: RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, RBC COVERED BOND GP INC., as Guarantor Per: Name: Title: Per: Name: Title: CONFIRMATION EITHER [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the NotesCovered Bonds, 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 Guarantor LP in relation to each Series of Notes Covered Bonds in respect of which we are named as Calculation Agent in the relevant applicable 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 NotesCovered Bonds) the Conditions and the provisions provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. .] For the purposes of [the NotesCovered Bonds] [each such Series of NotesCovered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [●] [ Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: THE FIFTH SCHEDULE 4 To: [Duties under the Issuer-ICSDs Agreement In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice Agent or the European Registrar, as the case may be, will comply with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]provisions:

Appears in 1 contract

Samples: Agency Agreement (RBC Covered Bond Guarantor Limited Partnership)

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] FaxEmail: [●] Attention: [●[ [ ] ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 5 FORM OF PUT OPTION NOTICE If the relevant Notes are in global form the notice of the exercise of the put option contained in Condition 6(h) (Optional Early Redemption (Put)) should be submitted in accordance with the applicable rules and procedures of Euroclear, Clearstream, Luxembourg and/or other relevant clearing systems (as the case may be) and if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent. To: [Paying Agent] FORM OF BANCA TRANSILVANIA S.A. EUR 1,500,000,000 Euro Medium Term Note Programme PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT NOTICE* OPTION NOTICE1 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 8.4 6(h) (Optional Early Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions(Put)), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 6(h) (Optional Early Redemption and Purchase - Redemption at the option of Noteholders(Put)) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]...................................................................... ..................................................................... ...................................................................... ..................................................................... ...................................................................... .....................................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. [We hereby accept our appointment as Calculation Agent of the Issuer Trustee in relation to the NotesCertificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions Conditions, the applicable Final Terms 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 Trustee in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with with, the provisions of the Agency Agreement and the Conditions and (in relation to each such Series of NotesSeries) the Conditions and the provisions of the Agency Agreement applicable Final Terms and, in connection therewith, shall take all such action as may be incidental thereto. .]* For the purposes of [the NotesCertificates] [each such Series of NotesSeries] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [●[ ] Fax: [●[ ] Attention: [●[ ] [Name of Calculation Agent] By: ........................................................... Date: * Delete as applicable SCHEDULE 4 To: [Paying Agent] 3 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.pFINAL TERMS [MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed ] [UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR), only; and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.] [Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”) - [Notice to be included if classification of the Certificates is not “prescribed capital markets products”, pursuant to Section 309B of the SFA.]] [Date] DIB SUKUK LIMITED Legal Entity Identifier (LEI): 549300U3ZMUHC2JQLL56 Issue of [Aggregate Face Amount of Tranche] [Title of Certificates] [to be consolidated and form a single series with the above Paying Agent in relation to existing [specify relevant Series Aggregate Face Amount of NotesTranche] [Title of Certificates] issued on [ ] (the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at Original Certificates)]1 under the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]U.S.$7,500,000,000

Appears in 1 contract

Samples: Agency Agreement

EITHER. [We hereby accept our appointment as Calculation Agent of the Issuer Trustee in relation to the NotesCertificates, 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 Trustee in relation to respect of each Series of Notes in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (or, as the case may beapplicable, Pricing Supplement), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to respect of each such Series of NotesSeries) 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 NotesCertificates] [each such Series of NotesSeries] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [] FaxFacsimile: [⚫] Email: [⚫] Attention: [] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] 3‌ FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 FAB Sukuk Company Limited U.S.$5,000,000,000 Trust Certificate Issuance Programme Specified Currency][amount] Trust Certificates due [year]2 (the Certificates) We refer to the Amended and Restated Agency Agreement dated 30 January 2024 entered into in respect of the above Trust Certificate Issuance Programme (as amended or supplemented from time to time, the Agency Agreement) between, inter alios, ourselves, First Abu Dhabi Bank PJSC, the Paying Agent, the Delegate, the Transfer Agent, the Calculation Agent, the Principal Paying Agent and the Registrar, a copy of which has been supplied to you by us. By depositing delivering this duly completed [Certificateholder]/[Tangibility Event] Put Option Notice with to the above Principal Paying Agent in relation to [specify relevant Series of Notes] (for the “Notes”) in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, Certificates the undersigned holder of such Certificates [as are, or are represented by the Notes Definitive Certificate that is, surrendered with this [Certificateholder]/[Tangibility Event] Put Option Notice]/[with interests in the Global Certificate as are specified in the records of Euroclear/Clearstream, Luxembourg]* and referred to below irrevocably exercises its early dissolution right to have such Certificates, or the face amount of Certificates specified below and deposited with this redeemed on the [Certificateholder]/[Tangibility Event] Put Option Date under Condition [11(d)]/[11(e)] of the Certificates. This [Certificateholder]/[Tangibility Event] Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to Certificates in the Note(s) aggregate face amount of [⚫], [bearing the following certificate numbers and serial numbers]/[relating to the following interests in the following denominationsGlobal Certificate as are specified in the records of Euroclear/Clearstream, Luxembourg]3: [⚫] [If the Definitive Certificate Number Denomination Payment to which this [Certificateholder]/[Tangibility Event] Put Option Notice relates is to be returned [or, in the case of a partial exercise of an early dissolution right in respect of a single holding of Certificates, a new Definitive Certificate representing the balance of the Certificateholders' holding in respect of which no such right has been exercised is to be issued to such Certificateholder,] such Definitive Certificate should be made returned by post to(1): [complete and delete as appropriate]: • [currencyINSERT ADDRESS] cheque drawn on a bank Payment Instructions Please make payment in [currency centre] and in favour respect of [name of payee] and mailed at the payee’s risk above Certificates by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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[holder / [nominee] [common depository for] Euroclear/Clearstream, Luxembourg] / accountholder]*: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. Date: (2) [To be completed by Paying recipient Registrar or Transfer Agent:] ] 2 Include details of any Additional Tranche (if applicable). 3 Delete as appropriate. Received by: ............................................ .............................................................. [Signature and and/or stamp of Principal 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Datedat: [date] [PAYING AGENT]On:

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 the issuance of [currency][amount] Trust Certificates due [date] (Series No. [series]) (the Trust Certificates) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] 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 Trust Certificates in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and (in relation to each such Series of Trust Certificates) 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 24 (Termination of Appointment) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any contractual or non-contractual obligations arising out of or in connection with it is governed by, and shall be construed in accordance with, English law and the provisions of Clauses 33 (Governing Law and Dispute 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 [IDB Trust Services Limited / IsDB Trust Services No.2 SARL] By: The Islamic Development Bank By: FORM OF CONFIRMATION EITHER We hereby accept our appointment as Calculation Agent of the Issuer Trustee and the IsDB in relation to the NotesTrust Certificates, 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 Trustee and the IsDB in relation to each Series of Notes Trust Certificates in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesTrust Certificates) 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 NotesTrust Certificates] [each such Series of NotesTrust Certificates] and the Agency Agreement our specified office and communication details are as follows: Address: [Address] Telex: [Telex] Fax: [Fax] Attention: [Attention] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 ToSchedule 3 - Form of Final Terms [MIFID II PRODUCT GOVERNANCE – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Trust Certificates has led to the conclusion that: (i) the target market for the Trust Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Trust Certificates (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels.] [Paying AgentUK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of [the/each] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with manufacturer’s product approval process, the above Paying Agent target market assessment in relation respect of the Trust Certificates has led to [specify relevant Series the conclusion that: (i) the target market for the Trust Certificates is only eligible counterparties, as defined in the FCA Handbook Conduct of NotesBusiness Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “Notes”UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in accordance with Condition 8.4 respect of the Trust Certificates (Redemption by either adopting or refining the manufacturer[’s/s’] target market assessment) and Purchase - Redemption at determining appropriate distribution channels.] [PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the option European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of NoteholdersArticle 4(1) of Directive (EU) 2014/65 (as amended, MiFID II); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.] [PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.] [Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Senior ConditionsSecurities and Futures Act (Chapter 289 of Singapore) (as modified or amended from time to time, the undersigned holder SFA) and pursuant to the CMP Regulations 2018, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the Notes specified below SFA) that the Trust Certificates are ["prescribed capital markets products"]/[capital markets products other than "prescribed capital markets products"] (as defined in the Securities and deposited Futures (Capital Markets Products) Regulations 2018) and ["Excluded Investment Products"]/["Specified Investment Products"] (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).] [Date] [IDB Trust Services Limited / IsDB Trust Services No.2 SARL] Legal entity identifier (LEI): [213800VKLEPJ95I3W549 / 222100S88XMYHA1E3547] Issue of [currency][amount] Trust Certificates due [year] [to be consolidated and form a single series with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions existing [currency][amount] Trust Certificates due [year] issued on [date]. This Notice relates to ] with, inter alia, the Note(s) bearing benefit of a Guarantee (in respect of the following certificate numbers and in payment obligations arising under the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • transfer to [details Portfolio of the relevant account maintained Series of Trust Certificates) provided by THE ISLAMIC DEVELOPMENT BANK under the payee] with U.S.$25,000,000,000 Trust Certificate Issuance Programme [name and address The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Trust Certificates in any Member State of the relevant bank].] All notices and communications relating European Economic Area will be made pursuant to this Put Option Notice should be sent an exemption under the Prospectus Regulation (Regulation (EU) 2017/1129) from the requirement to publish a prospectus for offers of the address specified belowTrust Certificates. Name Accordingly any person making or intending to make an offer in a Member State of holder: Contact details: Signature the Trust Certificates may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of holder: 1 The Put Option Noticethe Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, duly completed and executedin each case, should be deposited at in relation to such offer. Neither the specified office Issuer, the IsDB nor any Dealer has authorised, nor do they authorise, the making of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. Date: [To be completed by Paying Agent:] Received by: ............................................ [Signature and stamp offer 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 ASSICURAZIONI GENERALI S.pTrust Certificates in any other circumstances.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]

Appears in 1 contract

Samples: Paying Agency Agreement

EITHER. [We hereby appoint you as [Calculation Agent / Quotation Agent] at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Notes] (the "Notes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [We hereby appoint you as [Calculation Agent / Quotation Agent] at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Notes in respect of which you are named as [Calculation Agent / Quotation Agent] in the relevant Final Terms upon the terms of the Agency Agreement and (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as [Calculation Agent / Quotation Agent] may only be revoked in accordance with Clause 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 and all non-contractual obligations arising out of or in connection with this letter are governed by English law and the provisions of 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 Nokia Corporation By: FORM OF CONFIRMATION EITHER We hereby accept our appointment as [Calculation Agent / Quotation Agent] of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the [Calculation Agent / Quotation 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 / Quotation Agent] of the Issuer in relation to each Series of Notes in respect of which we are named as [Calculation Agent / Quotation 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 / Quotation 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 / Quotation Agent] By: ........................................................... Date: SCHEDULE 4 5 FORM OF PUT OPTION NOTICE To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME Nokia Corporation EUR 5,000,000,000 Euro Medium Term Note Programme PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the "Notes") in accordance with Condition 8.4 9(g) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), the undersigned holder Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 9(g) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]............................................................................................................. ............................................................................................................. .............................................................................................................

Appears in 1 contract

Samples: Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor] in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Issuer 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)Prospectus], 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: [ [ ] ] Fax: [●] Attention: [●[ [ ] ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 FORM OF PUT OPTION NOTICE / CHANGE OF CONTROL PUT OPTION NOTICE To: [Paying Agent] FORM OF [ATRIUM EUROPEAN REAL ESTATE LIMITED / ATRIUM FINANCE ISSUER B.V. / ATRIUM FINANCE LIMITED] [GUARANTEED BY ATRIUM EUROPEAN REAL ESTATE LIMITED] €1,500,000,000 Euro Medium Term Note Programme [PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME / CHANGE OF CONTROL PUT OPTION NOTICE1 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 8.4 [9(e) (Redemption and Purchase - Redemption at the option of Noteholders) / 9(f) (Change of the Senior ConditionsControl Put Option)], the undersigned holder Holder of the Notes specified below and deposited with this [Change of Control] Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 [9(e) (Redemption and Purchase - Redemption at the option of Noteholders) / 9(f) (Change of the Senior Conditions Control Put Option)] on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. [We hereby accept our appointment appoint you as Calculation Agent of at your Specified Office detailed in the Issuer confirmation set out below as our agent in relation to [specify relevant Series] (the Notes, and shall perform all matters expressed to be performed by Certificates) upon the Calculation Agent in, and shall otherwise comply withterms of the Agency Agreement for the purposes specified in the Agency Agreement, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take applicable Final Terms and all such action as may be matters incidental thereto. Each Certificate represents an undivided ownership interest in the relevant Trust Assets (as defined in the relevant Trust Deed).] OR [We hereby accept our appointment appoint you as Calculation Agent of at your Specified Office detailed in the Issuer confirmation set out below as our agent in relation to (i) each Series of Notes in respect of which we you are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as upon the case may be), terms of the Agency Agreement and shall perform all matters expressed to be performed by the Calculation Agent in, Conditions and shall otherwise comply with (in relation to each such Series of NotesSeries) the Conditions applicable Final Terms and (ii) all matters incidental thereto.]* We hereby agree that, notwithstanding the provisions of the Agency Agreement andor the Conditions, your appointment as Calculation Agent may only be revoked in accordance with clause 24 thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. If any provision in or obligation under this letter is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this letter, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this letter. This letter and any non-contractual obligations arising out of or in connection therewithwith it are governed by, and shall take all such action as may be incidental thereto. For construed in accordance with, English law and the purposes provisions of [the Notes] [each such Series Clause 33 and Clauses 34.2 to 34.8 of Notes] and the Agency Agreement our specified office and communication details are shall apply to this letter as follows: Address: [●] Fax: [●] Attention: [●] [Calculation Agent] if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. Yours faithfully DIB SUKUK LIMITED By: ........................................................... DateDUBAI ISLAMIC BANK PJSC By: SCHEDULE 4 ToBy: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]CONFIRMATION

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] of the Issuer in relation to the NotesObligations, and shall perform all matters expressed to be performed by the [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent 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 [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] of the Issuer in relation to each Series of Notes Obligations in respect of which we are named as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Applicable Supplement, and shall perform all matters expressed to be performed by the [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] in, and shall otherwise comply with (in relation to each such Series of NotesObligations) 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 NotesNotes / Loan] [each such Series of NotesObligations] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Email: [ ] Fax: [●] Attention: [●[ [ ] ] [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent, as applicable] By: ........................................................... Date: SCHEDULE 4 ToEXECUTION PAGE Signed by a duly authorised attorney of ) XXXX FUNDING II DAC ) in the presence of: [Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Fax: +000 0 000 0000 Attention: The Directors The Issue Agent, Principal Paying Agent] FORM , Loan Agent and Calculation Agent SIGNED for and on behalf of ) THE BANK OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with the above Paying NEW YORK MELLON ) By: Name: Address: Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Fax: +00 00 0000 0000 Attention: Manager, Corporate Trust Administration The Registrar SIGNED for and on behalf of ) THE BANK OF NEW YORK MELLON ) SA/NV LUXEMBOURG BRANCH ) By: Name: Address: 2-4 rue Xxxxxx Xxxxxxx Vertigo Building – Polaris X-0000 Xxxxxxxxxx Fax: +(000) 00 00 00 00 00 Attention: Xxxxx Bun The Determination Agent in relation to [specify relevant Series of Notes] (the “Notes”EXECUTED by XXXXXX XXXXXXX & CO. ) INTERNATIONAL PLC ) in accordance with Condition 8.4 the presence of: Address: 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Telex: 8812564 MORGSTAN G Fax: + 00 (Redemption 0) 00 0000 0000 Attention: Structured Credit Products Group The Trustee SIGNED for and Purchase - Redemption at the option on behalf of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of NoteholdersBNY MELLON CORPORATE TRUSTEE ) of the Senior Conditions on [date]. This Notice relates to the Note(sSERVICES LIMITED ) bearing the following certificate numbers and in the following denominationsBy: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]Name: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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 holderAddress: Contact detailsXxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Fax: Signature of holder: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]+00 00 0000 0000

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] of the Issuer in relation to the NotesObligations, and shall perform all matters expressed to be performed by the [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent 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 [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] of the Issuer in relation to each Series of Notes Obligations in respect of which we are named as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Applicable Supplement, and shall perform all matters expressed to be performed by the [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] in, and shall otherwise comply with (in relation to each such Series of NotesObligations) 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 NotesNotes / Loan] [each such Series of NotesObligations] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Email: [ ] Fax: [●] Attention: [●[ [ ] ] [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent, as applicable] By: ........................................................... Date: SCHEDULE 4 ToEXECUTION PAGE Signed by a duly authorised attorney of ) XXXX FUNDING II DAC ) in the presence of: [Address: 00 Xxxxxxxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Fax: +000 0 000 0000 Attention: The Directors The Issue Agent, Principal Paying Agent] FORM , Loan Agent and Calculation Agent SIGNED for and on behalf of ) THE BANK OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with the above Paying NEW YORK MELLON ) By: Name: Address: Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Fax: +00 00 0000 0000 Attention: Manager, Corporate Trust Administration The Registrar SIGNED for and on behalf of ) THE BANK OF NEW YORK MELLON ) SA/NV LUXEMBOURG BRANCH ) By: Name: Address: 2-4 rue Xxxxxx Xxxxxxx Xxxxxxx Building – Polaris X-0000 Xxxxxxxxxx Fax: +(000) 00 00 00 00 00 Attention: Xxxxx Xxx The Determination Agent in relation to [specify relevant Series of Notes] (the “Notes”EXECUTED by XXXXXX XXXXXXX & CO. ) INTERNATIONAL PLC ) in accordance with Condition 8.4 the presence of: Address: 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Telex: 8812564 MORGSTAN G Fax: + 00 (Redemption 0) 00 0000 0000 Attention: Structured Credit Products Group The Trustee SIGNED for and Purchase - Redemption at the option on behalf of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of NoteholdersBNY MELLON CORPORATE TRUSTEE ) of the Senior Conditions on [date]. This Notice relates to the Note(sSERVICES LIMITED ) bearing the following certificate numbers and in the following denominationsBy: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]Name: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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 holderAddress: Contact detailsXxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Fax: Signature of holder: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]+00 00 0000 0000

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 the issuance of [currency][amount] Trust Certificates due [date] (Series No. [series]) (the Trust Certificates) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] 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 Trust Certificates in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement and (in relation to each such Series of Trust Certificates) 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 24 (Termination of Appointment) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any contractual or non-contractual obligations arising out of or in connection with it is governed by, and shall be construed in accordance with, English law and the provisions of Clauses 33 (Governing Law and Dispute 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) Act 1999 to enforce any term of such agreement. Yours faithfully [IDB Trust Services Limited / IsDB Trust Services No.2 SARL] By: The Islamic Development Bank By: FORM OF CONFIRMATION EITHER We hereby accept our appointment as Calculation Agent of the Issuer Trustee and the IsDB in relation to the NotesTrust Certificates, 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 Trustee and the IsDB in relation to each Series of Notes Trust Certificates in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesTrust Certificates) 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 NotesTrust Certificates] [each such Series of NotesTrust Certificates] and the Agency Agreement our specified office and communication details are as follows: Address: [Address] Telex: [Telex] Fax: [Fax] Attention: [Attention] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 ToSchedule 3 – Form of Final Terms [MIFID II PRODUCT GOVERNANCE – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Trust Certificates has led to the conclusion that: (i) the target market for the Trust Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Trust Certificates (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels.] [Paying AgentUK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of [the/each] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with manufacturer’s product approval process, the above Paying Agent target market assessment in relation respect of the Trust Certificates has led to [specify relevant Series the conclusion that: (i) the target market for the Trust Certificates is only eligible counterparties, as defined in the FCA Handbook Conduct of NotesBusiness Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “Notes”UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in accordance with Condition 8.4 respect of the Trust Certificates (Redemption by either adopting or refining the manufacturer[’s/s’] target market assessment) and Purchase - Redemption at determining appropriate distribution channels.] [PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the option European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of NoteholdersArticle 4(1) of Directive (EU) 2014/65 (as amended, MiFID II); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.] [PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.] [Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Senior ConditionsSecurities and Futures Act (Chapter 289 of Singapore) (as modified or amended from time to time, the undersigned holder SFA) and pursuant to the CMP Regulations 2018, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the Notes specified below SFA) that the Trust Certificates are ["prescribed capital markets products"]/[capital markets products other than "prescribed capital markets products"] (as defined in the Securities and deposited Futures (Capital Markets Products) Regulations 2018) and ["Excluded Investment Products"]/["Specified Investment Products"] (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).] [Date] [IDB Trust Services Limited / IsDB Trust Services No.2 SARL] Legal entity identifier (LEI): [213800VKLEPJ95I3W549 / 222100S88XMYHA1E3547] Issue of [currency][amount] Trust Certificates due [year] [to be consolidated and form a single series with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions existing [currency][amount] Trust Certificates due [year] issued on [date]. This Notice relates to ] with, inter alia, the Note(s) bearing benefit of a Guarantee (in respect of the following certificate numbers and in payment obligations arising under the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • transfer to [details Portfolio of the relevant account maintained Series of Trust Certificates) provided by THE ISLAMIC DEVELOPMENT BANK under the payee] with U.S.$25,000,000,000 Trust Certificate Issuance Programme [name and address The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Trust Certificates in any Member State of the relevant bank].] All notices and communications relating European Economic Area will be made pursuant to this Put Option Notice should be sent an exemption under the Prospectus Regulation (Regulation (EU) 2017/1129) from the requirement to publish a prospectus for offers of the address specified belowTrust Certificates. Name Accordingly any person making or intending to make an offer in a Member State of holder: Contact details: Signature the Trust Certificates may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of holder: 1 The Put Option Noticethe Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, duly completed and executedin each case, should be deposited at in relation to such offer. Neither the specified office Issuer, the IsDB nor any Dealer has authorised, nor do they authorise, the making of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. Date: [To be completed by Paying Agent:] Received by: ............................................ [Signature and stamp offer 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 ASSICURAZIONI GENERALI S.pTrust Certificates in any other circumstances.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]

Appears in 1 contract

Samples: Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer Trustee in relation to the NotesCertificates, 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 Trustee in relation to each Series of Notes Certificates in respect of which we are named as Calculation Agent in the relevant applicable Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesCertificates) 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 NotesCertificates] [each such Series of NotesCertificates] and the Agency Agreement our specified office and communication details are as follows: Address: [] Fax: [] Attention: [] [Calculation Agent] By: ........................................................... .............................................................. Date: SCHEDULE 4 To: [Paying Agent] 3 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.pAPPLICABLE FINAL TERMS [EU MiFID II product governance/professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "EU MiFID II"); and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 By depositing this duly completed Notice with ] [UK MiFIR product governance/professional investors and ECPs only target market – Solely for the above Paying Agent purposes of [the/each] manufacturer's product approval process, the target market assessment in relation respect of the Certificates has led to [specify relevant Series of Notes] the conclusion that: (i) the target market for the Certificates is only eligible counterparties, as defined in the United Kingdom (the “Notes”"UK") Financial Conduct Authority ("FCA") Handbook Conduct of Business Sourcebook, and professional clients, as defined in accordance with Condition 8.4 Regulation (Redemption and Purchase - Redemption at the option EU) No. 600/2014 as it forms part of Noteholders) domestic law of the Senior Conditions, the undersigned holder UK by virtue of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 8.4 European Union (Redemption and Purchase - Redemption at the option of NoteholdersWithdrawal) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] Act 2018 (the “Notes”) having the certificate number(s) [and denomination(s"UK MiFIR")] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]; and

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 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 5 FORMS OF PUT OPTION NOTICE AND CHANGE OF CONTROL PUT EVENT NOTICE To: [Paying Agent] FORM OF ALFA LAVAL TREASURY INTERNATIONAL AB (PUBL) EUR 2,000,000,000 Euro Medium Term Note Programme guaranteed by ALFA LAVAL AB (PUBL) [PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME NOTICE/CHANGE OF CONTROL PUT EVENT NOTICE] OPTION NOTICE1 1 (DEFINITIVE NOTES) – [complete/delete as applicable] By depositing this duly completed Notice with the above named Paying Agent in relation to [specify relevant Series of Notes] (the Notes) in accordance with [Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of NoteholdersNoteholders)/Condition 9(f) (Change of the Senior ConditionsControl Put Option)], the undersigned holder of the Notes Noteholder specified below and deposited with this [Put Option Notice Notice/Change of Control Put Event Notice] exercises its option to have such Notes redeemed in accordance with [Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of NoteholdersNoteholders)/Condition 9(f) (Change of the Senior Conditions Control Put Option)] on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]................................................................................... ................................................................................... ................................................................................... ................................................................................... ................................................................................... ...................................................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 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)Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [] Fax: [] Attention: [] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME To: [Recipient Paying Agent] [DEERE & COMPANY/XXXX DEERE CAPITAL CORPORATION/XXXX DEERE BANK S.A./XXXX DEERE CASH MANAGEMENT] U.S.$6,000,000,000 Euro Medium Term Note Programme [guaranteed by DEERE & COMPANY/XXXX DEERE CAPITAL CORPORATION] PUT OPTION NOTICE1 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 8.4 [10(e)] (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), 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 8.4 [10(e)] (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT].................................................... ......................................................... .................................................... ......................................................... .................................................... .........................................................

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer [Eurobank Ergasias Services and Holdings S.A./Eurobank S.A.] in relation to the NotesInstruments, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Terms and Conditions and the provisions of the Issue and Paying 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 [Eurobank Ergasias Services and Holdings S.A./Eurobank S.A.] in relation to each Series of Notes Instruments 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), applicable Pricing Supplement and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of NotesInstruments) the Terms and Conditions and the provisions of the Issue and Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the NotesInstruments] [each such Series of NotesInstruments] and the Issue and Paying Agency Agreement our specified office and communication details are as follows: Address: [●[ ] E-mail: [ ] Fax: [●[ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 7 FORM OF PUT OPTION NOTICE To: [Paying Agent] FORM OF EUROBANK S.A. Programme for the Issuance of Debt Instruments PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT NOTICE6 OPTION NOTICE1 1 (DEFINITIVE INSTRUMENTS) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of NotesInstruments] issued by Eurobank S.A. (the “Notes”"Instruments") in accordance with Condition 8.4 5.8 (Optional Early Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions(Put)), the undersigned holder of the Notes Instruments specified below and deposited with this Put Option Notice exercises its option to have such Notes Instruments redeemed in accordance with Condition 8.4 5.8 (Optional Early Redemption and Purchase - Redemption at the option of Noteholders(Put)) of the Senior Conditions on [date]. This Notice relates to the Note(sInstrument(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination .................................................... ......................................................... .................................................... ......................................................... .................................................... ......................................................... OPTION 2 (PERMANENT GLOBAL INSTRUMENTS) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Instruments] issued Eurobank S.A. (the "Instruments") in accordance with Condition 5.8 (Optional Early Redemption (Put)) and the terms of the Permanent Global Instrument issued in respect of the Instruments, the undersigned holder of the Permanent Global Instrument exercises its option to have [currency] [amount] of the Instruments redeemed accordance with Condition 5.8 (Optional Early Redemption (Put)) on [date]. [END OF OPTIONS] Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]:

Appears in 1 contract

Samples: Issue and Paying Agency Agreement

EITHER. [We hereby appoint you as Agent Bank at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series] (the "NOTES") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [We hereby appoint you as Agent Bank at your specified office detailed in the Confirmation set out below as our agent in relation to each Series in respect of which you are named as Agent Bank in the relevant Prospectus Supplement/Final Terms upon the terms of the Agency Agreement and (in relation to each such Series) 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 Agent Bank may only be revoked in accordance with Clause 11.2 (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 Clauses 25 (Governing Law) and 26 (Jurisdiction) of the Issuer Master Framework Agreement incorporated into the Agency Agreement shall apply to this letter as if set out herein in full. Without prejudice to any right explicitly granted to a party in the Agency Agreement, a person who is not a party to the Agency 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 TURQUOISE CARD BACKED SECURITIES PLC By: FORM OF CONFIRMATION EITHER We hereby accept our appointment as Calculation Agent Bank of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent Bank 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 Bank of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent Bank in the relevant Prospectus Supplement/Final Terms or Drawdown Prospectus or Securities Note (as the case may be)Terms, and shall perform all matters expressed to be performed by the Calculation Agent Bank in, and shall otherwise comply with (in relation to each such Series of NotesSeries) 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 NotesSeries] and the Agency Agreement our specified office and communication details are as follows: Address: [o] Fax: [●] Attention: [●] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION NOTICE1 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions, 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 8.4 (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [dateo]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]

Appears in 1 contract

Samples: Agreement (Turquoise Receivables Trustee LTD)

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 Notes] (the “Notes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] 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 Notes in respect of which you are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus (as the case may be) upon the terms of the Agency Agreement and (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by English law and the provisions of Clause 16 (Governing 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) Act 1999 to enforce any term of such agreement. Yours faithfully NATIONAL EXPRESS GROUP PLC By: FORM OF CONFIRMATION EITHER We hereby accept our appointment as Calculation Agent of the Issuer in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Issuer in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be), ) and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●[ ] Fax: [●[ ] Email: [ ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 Schedule 3 Form of Put Option Notice To: [Paying Agent] FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME NATIONAL EXPRESS GROUP PLC £1,000,000,000 Euro Medium Term Note Programme PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), 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 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination …………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. …………………………………………. OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Notes] (the “Notes”) in accordance with Condition 9(e) (Redemption at the option of Noteholders) and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned holder of the Permanent Global Note exercises its option to have [currency] [amount] of the Notes redeemed accordance with Condition 9(e) (Redemption at the option of Noteholders) on [date]. Payment should be made by [complete and delete as appropriate]: - [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR - 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]

Appears in 1 contract

Samples: Agency Agreement

EITHER. We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to the Notes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. OR We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantors in relation to each Series of Notes in respect of which we are named as Calculation Agent in the relevant Final Terms or Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Notes) the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto. For the purposes of [the Notes] [each such Series of Notes] and the Agency Agreement our specified office and communication details are as follows: Address: [●] Fax: [●[ [ ] ] Attention: [●[ ] [Calculation Agent] By: ........................................................... Date: SCHEDULE 4 To: [Paying Agent] Agent]‌ SCHEDULE 3 FORM OF PUT OPTION NOTICE ASSICURAZIONI GENERALI S.pTRAFIGURA FUNDING S.A. EUR 3,000,000,000 Euro Medium Term Note Programme guaranteed by TRAFIGURA GROUP PTE. LTD.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME , TRAFIGURA TRADING LLC AND TRAFIGURA PTE LTD PUT OPTION NOTICE1 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 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions), 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 8.4 9(e) (Redemption and Purchase - Redemption at the option of Noteholders) of the Senior Conditions on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: Certificate Number Denomination Payment should be made by [complete and delete as appropriate]: • [currency] cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee’s risk by uninsured airmail post to [name of addressee] at [addressee’s address].] OR • 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: 1 The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent with the relevant Definitive Notes and all Coupons relating thereto and maturing after the date fixed for redemption. 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 ASSICURAZIONI GENERALI S.p.A. €15,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME PUT OPTION RECEIPT2 We hereby acknowledge receipt of a Put Option Notice relating to [specify relevant Series of Notes] (the “Notes”) having the certificate number(s) [and denomination(s)] set out below. We will hold such Note(s) in accordance with the terms of the Conditions of the Notes and the Agency Agreement dated [date] relating thereto. In the event that, pursuant to such Conditions and the Agency Agreement, the depositor of such Note(s) becomes entitled to their return, we will return such Definitive Note(s) to the depositor against presentation and surrender of this Put Option Receipt. Certificate Number Denomination Dated: [date] [PAYING AGENT]...................................................................... ...................................................................... ...................................................................... ...................................................................... ...................................................................... ......................................................................

Appears in 1 contract

Samples: Paying Agency Agreement

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