Common use of Appointment of Paying Agents Clause in Contracts

Appointment of Paying Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of the Obligors (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 following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) 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 Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and making all notations on Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (h) arranging on behalf of and at the request of and at the expense of the Relevant Issuer and/or the relevant Guarantors for notices to be communicated to the Noteholders in accordance with the Conditions; (i) 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 Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms or each Pricing Supplement, as applicable, which relates to Notes which are to be listed as the relevant authority or authorities may require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; 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 appointed, and each Paying Agent agrees to act, as paying agent of the Obligors (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 any Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Obligor hereby authorises and instructs the Principal Paying Agent to elect Euroclear as common safekeeper. From time to time, the Obligors and the Principal Paying Agent may agree to vary this election. Each Obligor acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to determine jointly that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Relevant Issuer, the relevant Guarantors, the Principal Paying Agent and the other Paying Agents require the Principal Paying Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter, until instructed otherwise by the Trustee, as Principal Paying Agent and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, 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 Principal Paying Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Relevant Issuer and the relevant Guarantors to make all subsequent payments in respect of the Notes and Coupons (if any) to or to the order of the Trustee and not to the Principal Paying Agent. 2.5 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Paying Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of the Obligors (and, for the purposes only of subclause 2.4 below, the Trustee)Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes, Temporary Global Covered Bonds, Permanent Global Notes and Permanent Global Notes Covered Bonds and (if required) authenticating and delivering Definitive NotesNotes and Definitive Covered Bonds; (b) giving effectuation instructions in respect of each Global Note or Global Covered Bond which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, and Temporary Global Covered Bonds for Permanent Global Covered Bonds or Definitive Covered Bonds, as the case may be, in accordance with the terms of the Temporary Global Notes and Temporary Global Covered Bonds and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and making all notations on Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes Covered Bonds which are CGNs required by their respective terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes or Permanent Global Covered Bonds which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of the Permanent Global Notes and Permanent Global Covered Bonds for Definitive Covered Bonds in accordance with the terms of the Permanent Global Covered Bonds and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs and Permanent Global Covered Bonds which are CGNs as required by their respective terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes or Permanent Global Covered Bonds which are NGNs; (e) paying sums due on Global Notes, Global Covered Bonds, Definitive Notes Notes, Definitive Covered Bonds and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes or Permanent Global Covered Bonds which are NGNs; (f) exchanging Talons for Coupons in accordance with the relevant Conditions; (g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes or Covered Bonds in accordance with the relevant Conditions; (h) arranging on behalf of and at the request of and at the expense of the Relevant Issuer and/or the relevant Guarantors for notices to be communicated to the Noteholders and Covered Bondholders in accordance with the Conditions; (i) 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 or Covered Bonds to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms or each Pricing Supplement, as applicable, which relates to Notes or Covered Bonds which are to be listed as the relevant authority or authorities may require; (k) acting as Calculation Agent in respect of Notes or Covered Bonds where named agreed with the Issuer and the relevant Dealer or Lead Manager, as such in the applicable Final Termscase may be; 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 appointed, and each Paying Agent agrees to act, as paying agent of the Obligors (and, for the purposes only of subclause 2.4 below, the Trustee)Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes Notes, Covered Bonds, and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each the issue of Eurosystem-eligible NGNs, each Obligor the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the Obligors Issuer and the Principal Paying Agent may agree to vary this election. Each Obligor The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine jointly that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Relevant Issuer, the relevant Guarantors, the Principal Paying Agent and the other Paying Agents require the Principal Paying Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter, until instructed otherwise by the Trustee, as Principal Paying Agent and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, 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 Principal Paying Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Relevant Issuer and the relevant Guarantors to make all subsequent payments in respect of the Notes and Coupons (if any) to or to the order of the Trustee and not to the Principal Paying Agent. 2.5 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Paying Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of the Obligors (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 following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) 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 Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and making all notations on Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes and Coupons and instructing Euroclear Euroc xxxx and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (h) arranging on behalf of and at the request of and at the expense of the Relevant Issuer and/or the relevant Guarantors for notices to be communicated to the Noteholders in accordance with the Conditions; (i) 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 Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms or each Pricing Supplement, as applicable, which relates to Notes which are to be listed as the relevant authority or authorities may require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; 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 appointed, and each Paying Agent agrees to act, as paying agent of the Obligors (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 any Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Obligor hereby authorises and instructs instruc ts the Principal Paying Agent to elect Euroclear as common safekeeper. From time to time, the Obligors and the Principal Paying Agent may agree to vary this election. Each Obligor acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to determine jointly that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may:may:‌ (a) by notice in writing to the Relevant Issuer, the relevant Guarantors, the Principal Paying Agent and the other Paying Agents require the Principal Paying Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter, until instructed otherwise by the Trustee, as Principal Paying Agent and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, 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 Principal Paying Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Relevant Issuer and the relevant Guarantors to make all subsequent payments in respect of the Notes and Coupons (if any) to or to the order of the Trustee and not to the Principal Paying Agent. 2.5 The obligations of the Paying Agents under this Agreement are several and not joint.