Common use of Administrative Procedure Clause in Contracts

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•], 2007 (the “Distribution Agreement”), between Barclays Bank PLC, a corporation organized under the laws of England and Wales (the “Bank”) on the one hand and Barclays Capital Inc. on the other, to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of issues of Securities directly by the Bank to subscribers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a subscription of Securities by an Agent, as principal, from the Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a subscription of a Security by a subscriber solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•[ ], 2007 2006 (the “Distribution Agreement”), between Barclays among Compass Bank PLC, a corporation organized under the laws of England and Wales (the “Bank”) on ), Compass Bancshares, Inc. and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Citigroup Global Markets Inc., Kxxxx, Bxxxxxxx & Wxxxx, Inc., Lxxxxx Brothers Inc. and Sandler, O’Xxxxx & Partners, L.P. (together, the one hand and Barclays Capital Inc. on the other“Agents”), to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus Offering Circular, a Final Pricing Supplement and the Disclosure Package, each as amended or supplemented, the Indenture supplemented or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Issuing Agency Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of issues sales of Securities directly by the Bank to subscribers purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a subscription purchase of Securities by an Agent, as principal, from the Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 2(b3(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. Notwithstanding the foregoing, the Bank and an Agent or syndicate of Agents may mutually agree to any other method of settlement of sales of Securities, either in connection with a sale of Securities directly by the Bank to purchasers solicited by an Agent, as agent, or a purchase of Securities by an Agent, as principal, from the Bank. An Agent, in relation to a subscription purchase of a Security by a subscriber purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank Company (the “Depositary”), ) and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), ) or a certificate issued in definitive form (a “Certificated Security”) by the Issuing and Paying Agent, as agent for the Depositary, delivered to a person designated by an Agent, as set forth in the applicable Final Pricing SupplementSupplement and Term Sheet. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the IndentureIssuing Agency Agreement. Book-Entry Securities will may be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will may be issued in accordance with the Administrative Procedure set forth in Part II hereof, in either case except as may otherwise be mutually agreed upon by the Bank and an Agent or syndicate of Agents.

Administrative Procedure. This Administrative Procedure relates to Medium-term notes (the Securities defined "Notes") in the Amended aggregate initial offering price of up to $2,000,000,000 are to be offered from time to time by Sears Xxxxxxx Acceptance Corp. (the "Company") through agents of the Company (together, in such capacity, the "Agents"). Each Agent has agreed to use its reasonable efforts to solicit offers to purchase Notes directly from the Company (an Agent, in relation to a purchase of a particular Note by a purchaser solicited by such Agent, being herein referred to as the "Selling Agent") and Restated may also purchase Notes from the Company as principal (an Agent, in relation to a purchase of a Note by such Agent as principal other than pursuant to a Terms Agreement being herein referred to as the "Purchasing Agent"). The Notes are being sold pursuant to a Distribution Agreement, dated [•]June 15, 2007 1995 (the “"Distribution Agreement”"), between Barclays Bank PLCthe Company, a corporation organized under Sears, Xxxxxxx and Co. ("Sears") and the laws of England and Wales (the “Bank”) on the one hand and Barclays Capital Inc. on the otherAgents, to which this Administrative Procedure is attached as Annex II. Defined The Notes will be issued pursuant to an Indenture, dated as of May 15, 1995 (the "Indenture"), between the Company and The Chase Manhattan Bank, N.A., as Trustee (the "Trustee"). Unless otherwise defined herein, terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the SecuritiesNotes shall be used herein as therein defined. To In the extent the procedures set forth below conflict with the provisions case of the Securities, the Indenture or the Distribution Agreementpurchases of Notes by any Agent as principal, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of issues of Securities directly by the Bank to subscribers solicited by an Agent, as agent, are set forth below. The terms and settlement details related thereto, including the Time of Delivery referred to a subscription in the first paragraph of Securities by an AgentSection 8, as principal, from will (unless the Bank will Company and such Agent otherwise agree) be set forth in a Terms Agreement entered into between such Agent and the Company and Sears pursuant to the Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the . The procedures to be followed during, and the specific terms of, the solicitation of offers by the Agents and the sale as a result thereof by the Company are explained below. The procedures are subject, and are qualified in respect their entirety by reference, to all of the settlement respective provisions of such sale will be as set forth below. An Agent, in relation to a subscription of a Security by a subscriber solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription of a Security by such Agent as principal other than pursuant to a Terms Agreement, as Distribution Agreement and the “Purchasing Agent”Indenture. The Bank Company will advise each Agent in writing of those persons handling administrative responsibilities ("Designated Persons") with whom such Agent is to communicate regarding offers to subscribe for Securities purchase Notes and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner details of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereoftheir delivery.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•]February 14, 2007 2006 (the “Distribution Agreement”), between Barclays Bank PLCThe Gxxxxxx Sachs Group, Inc., a Delaware corporation organized under the laws of England and Wales (the “BankCompany”) on the one hand and Barclays Capital Inc. Gxxxxxx, Sxxxx & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Defined Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of issues sales of Securities directly by the Bank Company to subscribers purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a subscription purchase of Securities by an Agent, as principal, from the Bank Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a subscription purchase of a Security by a subscriber purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Euroclear Bank S.A./N.V. (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•], 2007 20 (the “Distribution Agreement”), between Barclays Bank PLCThe Xxxxxxx Xxxxx Group, Inc., a Delaware corporation organized under the laws of England and Wales (the “BankCompany”) on the one hand and Barclays Capital Inc. Xxxxxxx, Sachs & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Defined Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of issues sales of Securities directly by the Bank Company to subscribers purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a subscription purchase of Securities by an Agent, as principal, from the Bank Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a subscription purchase of a Security by a subscriber purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•]June 13, 2007 2005 (the “Distribution Agreement”), between Barclays Bank PLCExxxx Corporation, a an Ohio corporation organized under the laws of England and Wales (the “BankCompany”) on ), and Gxxxxxx, Sxxxx & Co., J.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc. and McDonald Investments Inc. (the one hand and Barclays Capital Inc. on the other“Agents”), to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall controlIndenture. The procedures to be followed with respect to the settlement of issues sales of Securities directly by the Bank Company to subscribers purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a subscription purchase of Securities by an Agent, as principal, from the Bank Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a subscription purchase of a Security by a subscriber purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank Company (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), ) or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplementpricing supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.