Common use of APPOINTMENT OF AGENT AND PAYING AGENTS Clause in Contracts

APPOINTMENT OF AGENT AND PAYING AGENTS. 2.1 The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Global Notes and (if required) authenticating and delivering Definitive Notes; (b) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes; (c) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes; (d) paying sums due on Global Notes and Definitive Notes, Receipts and Coupons; (e) exchanging Talons for Coupons in accordance with the Conditions; (f) determining the end of the Distribution Compliance Period applicable to each Tranche; (g) unless otherwise specified in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (h) arranging on behalf of any Issuer and/or the Guarantor for notices to be communicated to the Noteholders; (i) preparing and sending monthly reports to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Program; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require; (k) acting as Calculation Agent in respect of Notes where named as such in the relevant Pricing Supplement; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is hereby appointed as paying agent of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes, Receipts and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each of the Issuer and the Guarantor undertakes that, if the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 are implemented, it will ensure that it maintains a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to the Directive.

APPOINTMENT OF AGENT AND PAYING AGENTS. 2.1 (1) The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Global Notes and (if required) authenticating and delivering Definitive Notes; (b) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes; (c) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes; (d) paying sums due on Global Notes and Definitive Notes, Receipts and Coupons; (e) exchanging Talons for Coupons in accordance with the Conditions; (f) determining the end of the Distribution Compliance Period applicable to each Tranche; (g) unless otherwise specified in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (h) arranging on behalf of any Issuer and/or the Guarantor for notices to be communicated to the Noteholders; (i) preparing and sending monthly reports to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Program; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require; (k) acting as Calculation Agent in respect of Notes where named as such in the relevant Pricing Supplement; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 (2) Each Paying Agent is hereby appointed as paying agent of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes, Receipts and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 (3) Each of the Issuer and the Guarantor undertakes that, if the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 are implemented, it will ensure that it maintains a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to the Directive.

APPOINTMENT OF AGENT AND PAYING AGENTS. 2.1 (1) The Agent is hereby appointed, and the Agent hereby agrees to act, appointed as agent of the Issuers Company, to act as issuing and the Guarantorprincipal paying agent, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Global Notes and (if required) authenticating and delivering Definitive issuing Notes; (b) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes and in the case where Temporary Global Notes are initially exchanged for Permanent Global Notes, as the case may be, in accordance with the terms of such Temporary Global Notes; (c) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes; (dc) paying sums due on Global Notes and Definitive Notes, Receipts and Coupons; (ed) exchanging Talons for Coupons in accordance with the Conditions; (f) determining the end of the Distribution Compliance Period applicable to each Tranche; (g) unless otherwise specified in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (he) arranging on behalf of any Issuer and/or the Guarantor Company for notices to be communicated to the NoteholdersNoteholders and the relevant Stock Exchanges; (if) preparing and sending monthly reports to the Bank of England and ensuring that, as directed by the relevant Issuer, that all necessary action is taken to comply with any the periodic reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Program; (jg) subject receiving notice from Euroclear, Clearstream and/or such other applicable clearing agency relating to the Procedures Memorandum, submitting to certificates of non-U.S. beneficial ownership of the relevant authority or authorities such number of copies of each Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may reasonably requireNotes; (kh) acting as Calculation upon certification by the participating Dealer or Dealers to the Agent in that the distribution with respect to a particular Tranche of Notes where named as has been completed, determining and certifying to Clearstream, Euroclear or such in other applicable clearing agency the relevant Pricing Supplement; andapplicable Exchange Date; (li) performing all other obligations and duties imposed upon it by the Conditions, Conditions and this Agreement and the Procedures MemorandumAgreement. 2.2 (j) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in Subclauses (a), (b), (c), (d), (e), (f), (g), (h) and (i) may, with the consent of the Company, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party's performance is subject to the overall supervision and control of the Agent. (2) Each Paying Agent is hereby appointed as paying agent of the Issuers and the GuarantorCompany, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes, Receipts and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this AgreementCoupons. 2.3 Each of the Issuer and the Guarantor undertakes that, if the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 are implemented, it will ensure that it maintains a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to the Directive.

APPOINTMENT OF AGENT AND PAYING AGENTS. 2.1 (1) The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of the Issuers and the Guarantor, each Obligor upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating (or procuring the authentication of) and delivering Global Notes and (if required) authenticating or arranging for the authentication in its name, and delivering delivering, Definitive Notes; (b) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes; (c) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes; (d) paying sums due on Global Notes and Definitive Notes, Receipts and Coupons; (e) exchanging Talons for Coupons in accordance with the Conditions; (f) determining the end of the Distribution Compliance Period applicable to each TrancheTranche in accordance with the provisions of clause 4 below; (gf) unless otherwise specified in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (hg) arranging on behalf in the name of any Issuer and/or the Guarantor relevant Obligors for notices to be communicated to the Noteholders; (ih) preparing and sending monthly reports to the Bank of England and ensuring that, as directed by the relevant Issuer, that all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the ProgramProgramme; (ji) subject to the Procedures Memorandum, submitting to the relevant authority or authorities Stock Exchange(s) such number of copies of each Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require; (k) acting as Calculation Agent in respect of Notes where named as such in the relevant Pricing Supplementbe required; and (lj) performing all other obligations and duties imposed upon it by the Conditions, Conditions and this Agreement and the Procedures MemorandumAgreement. 2.2 (2) Each Paying Agent is hereby appointed as paying agent of the Issuers and the Guarantor, each Obligor upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes, Receipts and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each of the Issuer and the Guarantor undertakes that, if the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 are implemented, it will ensure that it maintains a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to the Directive.

APPOINTMENT OF AGENT AND PAYING AGENTS. 2.1 The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of the Issuers and Obligors (and, for the Guarantorpurposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completingcompleting (in accordance with the form set out in the relevant Part of Schedule 4 to the Trust Deed), authenticating and delivering Global Notes and (if required) completing (in accordance with the form set out in Part C of Schedule 4 to the Trust Deed), authenticating and delivering Definitive Notes; (b) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global NotesNotes and, in respect of any such exchange, making all notations on Global Notes as required by their terms; (c) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global NotesNotes and, in respect of any such exchange, making all notations on Permanent Global Notes as required by their terms; (d) paying sums due on Global Notes and Definitive Notes, Receipts and Coupons; (e) exchanging Talons for Coupons in accordance with the Conditions; (f) determining the end of the Distribution Compliance Period (as defined in Regulation S under the Securities Act) applicable to each Tranche; (g) unless otherwise specified in the applicable Pricing SupplementFinal Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (h) arranging on behalf of any the relevant Issuer and/or and the Guarantor Guarantors for notices to be communicated to the NoteholdersNoteholders in accordance with the Conditions; (i) preparing and sending monthly reports to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the ProgramProgramme; (j) subject to the Procedures Memorandum, submitting to (or arranging for the submission to) any applicable Stock Exchange and/or relevant authority or authorities such number of copies of each Pricing Supplement Final Terms which relates relate to Notes which are to be listed listed, as the any applicable Stock Exchange and/or relevant authority or authorities may reasonably require; (k) acting as Calculation Agent in respect of Notes where named as such in the relevant Pricing Supplementapplicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, Conditions and this Agreement and the Procedures MemorandumAgreement. 2.2 Each Paying Agent is hereby appointed appointed, and each Paying Agent agrees to act, as paying agent of the Issuers relevant Issuer and the GuarantorGuarantors (and, for the purposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes, Receipts and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each The obligations of the Issuer Paying Agents under this Agreement are several and not joint. 2.4 At any time after an Event of Default shall have occurred or the Notes shall otherwise have become due and repayable, and not having been paid when due, subject to the Conditions, or the Trustee shall have received any money which it proposes to pay under clause 12 of the Trust Deed to the Noteholders, Receiptholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Obligors, the Agent and the Guarantor undertakes thatother Paying Agents, if require the conclusions Agent and the other Paying Agents until notified to the contrary and so far as permitted by applicable law pursuant to this Agreement: (i) to act thereafter as Agent and other Paying Agents respectively of the ECOFIN Council meeting Trustee in relation to payments to be made by or on behalf of 26th-27th Novemberthe Trustee under the provisions of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee’s liability under any provision hereof for the indemnification, 2000 are implemented, it will ensure that it maintains a paying agent in an EU member state that will not remuneration and payment of out-of-pocket expenses of the Agent and the other Paying Agents shall be obliged to withhold or deduct tax pursuant limited to the Directiveamounts in respect of the Notes of the relevant Series for the time being held by the Trustee on the trusts of the Trust Deed) and thereafter to hold all Notes, Receipts, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Receipts, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all such Notes, Receipts, Coupons and Talons and all sums, documents and records held by them in respect of such Notes, Receipts, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Agent or the relative other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the Obligors, require each of them to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not to the Agent.

APPOINTMENT OF AGENT AND PAYING AGENTS. 2.1 The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of the Issuers and the GuarantorIssuer, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Global Notes and (if required) completing, authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes; (cd) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes; (de) paying sums due on Global Notes and Definitive Notes, Receipts and CouponsCoupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in respect of all Global Notes which are NGNs; (ef) exchanging Talons for Coupons in accordance with the Conditions; (fg) determining the end of the Distribution Compliance Period applicable to each Tranche; (gh) unless otherwise specified in the applicable Pricing SupplementFinal Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (hi) arranging on behalf of any the Issuer and/or the Guarantor for notices to be communicated to the Noteholders; (ij) preparing and sending monthly reports to the Bank of England and the Ministry of Finance of Japan and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the ProgramProgramme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities Stock Exchange such number of copies of each Pricing Supplement Final Terms which relates to Notes which are to be listed as the relevant authority or authorities it may reasonably require; (kl) acting as Calculation Agent in respect receipt of Notes where named as such in certification required pursuant to United States Treasury Regulation 1.163-5(c)(2)(i)(D)(3) and the relevant Pricing Supplementprompt onward delivery to the Issuer; and (lm) performing all other obligations and duties imposed upon it by the Conditions, Conditions and this Agreement and the Procedures MemorandumAgreement. 2.2 Each Paying Agent is hereby appointed as paying agent of the Issuers and the GuarantorIssuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes, Receipts and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each In relation to each issue of Eurosystem-eligible NGNs, the Issuer hereby authorises and instructs the Agent to elect Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the Issuer and the Guarantor undertakes that, if the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 are implemented, it will ensure Agent may agree to vary this election. The Issuer acknowledges that it maintains a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant any such election is subject to the Directiveright of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The Notes (including all Temporary Global Notes, Permanent Global Notes and Definitive Notes and any Receipts, Coupons and Talons) will bear the following

APPOINTMENT OF AGENT AND PAYING AGENTS. 2.1 (1) The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of the Issuers and the Guarantor, each Obligor upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating (or procuring the authentication of) and delivering Global Notes and (if required) authenticating or arranging for the authentication in its name, and delivering delivering, Definitive Notes; (b) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes; (c) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes; (d) paying sums due on Global Notes and Definitive Notes, Receipts and Coupons; (e) exchanging Talons for Coupons in accordance with the Conditions; (f) determining the end of the Distribution Compliance Period distribution compliance period applicable to each TrancheTranche in accordance with the provisions of clause 4 below; (gf) unless otherwise specified in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (hg) arranging on behalf in the name of any Issuer and/or the Guarantor relevant Obligors for notices to be communicated to the Noteholders; (ih) preparing and sending monthly reports to the Bank of England and ensuring that, as directed by the relevant Issuer, that all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the ProgramProgramme; (ji) subject to the Procedures Memorandum, submitting to the relevant authority or authorities Stock Exchange(s) such number of copies of each Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require; (k) acting as Calculation Agent in respect of Notes where named as such in the relevant Pricing Supplementbe required; and (lj) performing all other obligations and duties imposed upon it by the Conditions, Conditions and this Agreement and the Procedures MemorandumAgreement. 2.2 (2) Each Paying Agent is hereby appointed as paying agent of the Issuers and the Guarantor, each Obligor upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes, Receipts and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each of the Issuer and the Guarantor undertakes that, if the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 are implemented, it will ensure that it maintains a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to the Directive.

APPOINTMENT OF AGENT AND PAYING AGENTS. 2.1 (1) The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Global Notes and (if required) authenticating and delivering Definitive Notes; (b) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes; (c) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes; (d) paying sums due on Global Notes and Definitive Notes, Receipts and Coupons; (e) exchanging Talons for Coupons in accordance with the Conditions; (f) determining the end of the Distribution Compliance Period applicable to each Tranche; (g) unless otherwise specified in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (h) arranging on behalf of any Issuer and/or the Guarantor for notices to be communicated to the Noteholders; (ih) preparing and sending monthly reports to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Program; (ji) subject to the Procedures Memorandum, submitting to the relevant authority or authorities Stock Exchange such number of copies of each Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities it may reasonably require; (kj) acting as Calculation Agent in respect of Notes where named as such in the relevant Pricing Supplement; and (lk) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 (2) Each Paying Agent is hereby appointed as paying agent of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes, Receipts and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each of the Issuer and the Guarantor undertakes that, if the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 are implemented, it will ensure that it maintains a paying agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to the Directive.