Common use of Appointment of Issuing and Paying Agent Clause in Contracts

Appointment of Issuing and Paying Agent. (a) The Company issues and sells, from time to time, notes with maturities of nine months or more from date of issue in an aggregate principal amount such that the aggregate principal amount outstanding at any time is not greater than US $25,000,000,000 (or the equivalent based on the applicable exchange rate at the time of issuance, in such foreign currencies or foreign currency units as the Company shall designate at the time of issuance) (or such greater aggregate principal amount as the Company may authorize from time to time pursuant to a resolution adopted by its Board of Directors) evidencing one or more obligations of the Company (each a “Note” and together the “Notes”), which Notes have been and are to be issued without registration under the Securities Act of 1933, as amended (the “Act”). The Company has appointed Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxxx, Sachs & Co., HSBC Securities (USA) Inc., X.X. Xxxxxx Securities LLC, Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., RBS Securities Inc. and Xxxxx Fargo Securities, LLC as the placement agents for such Notes (each, a “Placement Agent” and, together, the “Placement Agents”), pursuant to an Amended and Restated Private Placement Agreement dated as of August 27, 2012 (the “Private Placement Agreement”), among the Company and the Placement Agents (as the same may be amended or supplemented from time to time). The Company hereby appoints the Issuing and Paying Agent to act, on the terms and conditions specified herein and in the Amended and Restated Medium Term Note Administrative Procedures for Privately-Placed Medium Term Notes dated as of August 27, 2012 (as the same may be amended or supplemented from time to time, with the consent of the Issuing and Paying Agent, which consent shall not be unreasonably withheld, conditional or delayed, the “Procedures”), as Issuing and Paying Agent for the Notes, and the Issuing and Paying Agent hereby accepts such appointment on such terms and conditions.