Common use of Duties as Paying Agent Clause in Contracts

Duties as Paying Agent. The Republic hereby authorizes and directs the Fiscal Agent, and the Fiscal Agent hereby agrees, to make payments on behalf of the Republic in the Borough of Manhattan, The City of New York, State of New York, U.S.A., in accordance with the Republic’s written instructions and, in the event that an additional Paying Agent has been appointed and is maintained by the Republic in Luxembourg, the Republic shall cause such Paying Agent to make payment in Luxembourg, of principal of and interest and additional amounts, if any, on the Debt Securities in the manner provided in the Debt Securities. The Republic shall deposit with the Fiscal Agent at its principal office in The City of New York on the payment date by 10:00 a.m. New York time in Federal funds (same-day funds), sums sufficient for such payments of principal of and interest and additional amounts, if any, on the Debt Securities. The Fiscal Agent shall not be liable for any interest on any such moneys held by it under this Agreement. In the event that any holder of Debt Securities shall deliver to the Republic written notice of a default, as provided in the Debt Securities, the Republic shall, by facsimile relay such notice to the Fiscal Agent. Such notice shall be confirmed in writing by the Republic, as promptly as possible, to the Fiscal Agent. In the event that any holder of Debt Securities shall deliver to the Fiscal Agent, attention of the Corporate Trust & Loan Agency as set forth in Schedule I hereto, a notice of a default, the Fiscal Agent shall, by facsimile relay such notice to the Republic as promptly as possible. Such notice shall be confirmed in writing by the Fiscal Agent, as promptly as possible, to the Republic. The Fiscal Agent shall also perform any other duties of the Paying Agent specified in the Debt Securities, the form of which is attached hereto as Exhibit I. The Debt Securities shall not be amended to change or increase the duties of the Fiscal Agent as Paying Agent without its prior written consent. Upon not less than 30 days’ prior written notice to the holders of the Debt Securities (with a copy to the Fiscal Agent) given as provided in Section 12 hereof, the Republic shall have the right to require the holder of a Debt Security, as a condition of making full payment of the principal of or interest or additional amounts, if any, on such Debt Security, to present at the office of any paying agency at least five Business Days prior to each Record Date a certificate in such form as the Republic may from time to time prescribe in order to comply with applicable law or regulation, to enable the Republic to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which the Republic or the Fiscal Agent may be required to deduct or withhold from payment in respect of such Debt Security under any present or future law of the United States or the Republic or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. The Republic shall be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination, but shall not be entitled to withhold all or part of any such payment except as the Republic determines in good faith to be required by applicable law or regulation.

Duties as Paying Agent. The Republic hereby authorizes and directs the Fiscal Agent, and the Fiscal Agent hereby agrees, to make payments of the principal of and interest, and additional amounts, if any, on the Global Debt Securities in the manner provided in the Global Debt Securities and in accordance with the regular procedures established by the Depository for the Global Debt Securities specified in Schedule I hereto. If the Debt Securities are issued in definitive form, the Republic hereby authorizes and directs the Fiscal Agent, and the Fiscal Agent hereby agrees, to make payments on behalf of the Republic in the Borough of Manhattan, The City of New York, and State of New YorkYork or London, U.S.A.and hereby authorizes and directs the Luxembourg Paying Agent, in accordance with and the Republic’s written instructions and, in the event that an additional Luxembourg Paying Agent has been appointed and is maintained by agrees, to make payments on behalf of the Republic in Luxembourg, the Republic shall cause such Paying Agent to make payment in Luxembourgeach case, of principal of and interest and additional amounts, if any, on the Debt Securities in the manner provided in the Debt Securities. The Republic will ensure that, no later than 10:00 a.m. (New York time) on the second Business Day prior to each date on which any payment in respect of the Debt Securities becomes payable by the Republic under this Section, the Fiscal Agent shall receive from the bank paying on behalf of the Republic an irrevocable payment confirmation that such payment will be made to the Fiscal Agent. The Republic shall deposit with the Fiscal Agent at its principal office bank in The City of New York on the payment date by at 10:00 a.m. New York time on the payment date in U.S. dollar denominated Federal funds (same-day funds), sums sufficient for such payments of principal of and interest and additional amounts, if any, on the Debt Securities. However, unless and until the full amount of any such payment has been made to the Fiscal Agent or unless and until the Fiscal Agent is satisfied that such payment will be made, neither it nor the Luxembourg Paying Agent shall be bound to make payments in respect of the Debt Securities as aforesaid. If an Agent makes any such payment on behalf of the Republic under this Section 3, the Republic shall be liable on demand by the Agent to pay to the Agent the amount so paid out, together with interest thereon at such a rate as the Agent may certify as the aggregate of 1% per annum and the cost of funding any such payment made by it (as reasonably determined by the Agent). The Fiscal Agent shall not be liable for any interest on any such moneys monies held by it under this AgreementAgreement and any money held by it need not be segregated except as required by law. In the event that any holder of Debt Securities shall deliver to the Republic written notice of a defaultdefault and/or an event of acceleration, as provided in the Debt Securities, the Republic shall, by facsimile telefax, relay such notice to the Fiscal Agent. Such notice shall be confirmed in writing by the Republic, as promptly as possible, to the Fiscal Agent. In the event that any holder of Debt Securities shall deliver to the Fiscal Agent, attention of the Corporate Trust & Loan Agency as set forth in Schedule I hereto, a Agent notice of a defaultdefault and/or an event of acceleration, the Fiscal Agent shall, by facsimile shall relay such notice to the Republic as promptly as possiblepossible by telefax and post pursuant to Section 10 hereof. Such So long as the Debt Securities are listed on the Luxembourg Stock Exchange, the rules of the Luxembourg Stock Exchange require so, and the Debt Securities are issued in definitive form, the holders of the Debt Securities will be able to receive payments thereon at the offices of the Luxembourg Paying Agent. If the Debt Securities are issued in definitive form the Republic shall appoint a paying agent in the City and State of New York. The Agents shall, at the request of any holder of the Debt Securities, issue Voting Certificates and Block Voting Instructions in a form and manner which comply with the provisions of Schedule II (Provisions for Meetings of the Holders of the Debt Securities) hereto (except that it shall not be required to issue the same less than 48 hours before the time fixed for any Meeting provided for therein). Each Agent shall keep a full record of Voting Certificates and Block Voting Instructions issued by it and shall give to the Republic, not less than 24 hours before the time appointed for any Meeting, full particulars of all Voting Certificates and Block Voting Instructions issued by it in respect of such Meeting. The Fiscal Agent shall promptly forward to the Republic a copy of any notice shall be confirmed in writing or communication addressed to the Republic by any holder of the Debt Securities which is received by the Fiscal Agent, as promptly as possible, to the Republic. The Fiscal Agent shall, upon and in accordance with instructions of the Republic received at least 10 days before the proposed publication date, arrange for the publication at the expense of the Republic of any notice which is to be given to the holders of the Debt Securities and shall supply a copy thereof to each Euroclear, Clearstream, Luxembourg and any stock exchange on which the Debt Securities may be listed. With respect to the Debt Securities in definitive form, upon request by the Republic, as soon as practicable (and in any event within three months) after each Interest Payment Date, the Fiscal Agent shall notify the Republic (on the basis of the information available to it) of the number of any Debt Securities in definitive form against surrender of which payment has been made and of the number of any Debt Securities in definitive form which have not yet been surrendered for payment. The Agents shall also perform any other duties of the Paying Agent Agents specified in the Debt Securities, the form of which is attached hereto as Exhibit I. . The Debt Securities shall not be amended to change or increase the duties of the Agents without the Fiscal Agent as Paying Agent without its Agent's prior written consent, which consent may not be unreasonably withheld. Upon not less than 30 days’ prior written notice The Fiscal Agent shall comply with all United States backup withholding tax and information reporting requirements under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder applicable to the holders of payments under, or with respect to, the Debt Securities in definitive form (with a copy to including the Fiscal Agent) given as provided in Section 12 hereof, collection of Internal Revenue Service Forms W-8 or W-9 and the Republic shall have the right to require the holder filing of a Debt Security, as a condition of making full payment of the principal of or interest or additional amounts, if any, on such Debt Security, to present at the office of any paying agency at least five Business Days prior to each Record Date a certificate in such form as the Republic may from time to time prescribe in order to comply with applicable law or regulation, to enable the Republic to determine its duties Forms 1096 and liabilities with respect to (i) any taxes, assessments or governmental charges which the Republic or the Fiscal Agent may be required to deduct or withhold from payment in respect of such Debt Security under any present or future law of the United States or the Republic or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. The Republic shall be entitled to determine its duties and liabilities 1099 with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination, but shall not be entitled to withhold all or part of any such payment except as the Republic determines in good faith to be required by applicable law or regulationpayments).

Duties as Paying Agent. The Republic hereby authorizes and directs the Fiscal Agent, and the Fiscal Agent hereby agrees, to make payments of the principal of and interest, and additional amounts, if any, on the Global Debt Securities in the manner provided in the Global Debt Securities, to make payments of the principal of and interest, and additional amounts, if any, on the Global Debt Securities in the manner provided in the Global Debt Securities and in accordance with the regular procedures established by the Depository for the Global Debt Securities specified in Exhibit I hereto. If the Securities of a Series are issued in definitive form, the Republic hereby authorizes and directs the Fiscal Agent, and the Fiscal Agent hereby agrees, to make payments on behalf of the Republic in the Borough of Manhattan, The City of New York, and State of New York, U.S.A., in accordance with the Republic’s written instructions and, in the event that an additional Paying Agent has been appointed and is maintained by the Republic in Luxembourg, the Republic shall cause such Paying Agent to make payment in Luxembourg, York or London of principal of and interest and additional amounts, if any, on the Debt such Securities of a Series in the manner provided in such Securities of a Series. The Republic will ensure that, no later than 10:00 a.m. (New York City time) on the Debt Securitiessecond Business Day prior to each date on which any payment in respect of the Securities of a Series becomes payable by the Republic under this Section, the Fiscal Agent shall receive from the bank paying on behalf of the Republic an irrevocable payment confirmation that such payment will be made to the Fiscal Agent. The Republic shall deposit with the Fiscal Agent at its principal office bank in The City of New York at 10:00 a.m. (New York City time) on the payment date by 10:00 a.m. New York time date, in the currency specified in the Global Debt Securities, Federal funds (same-day funds), sums sufficient for such payments of principal of and interest and additional amounts, if any, on the Securities of a Series. However, unless and until the full amount of any such payment has been made to the Fiscal Agent or unless and until the Fiscal Agent is satisfied that such payment will be made, neither it nor the Paying Agent shall be bound to make payments in respect of such Series as aforesaid. If the Agent makes any such payment on behalf of the Republic under this Section 3, the Republic shall be liable on demand by the Agent to pay to the Agent the amount so paid out, together with interest thereon at such a rate as the Agent may certify as the aggregate of 1% per annum and the cost of funding any such payment made by it (as reasonably determined by the Agent). None of the Republic, the Fiscal Agent, the Paying Agent or any paying agent or registrar for the Securities of a Series will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the Global Debt SecuritiesSecurities or for maintaining, supervising or reviewing any records relating to such beneficial interests. The Fiscal Agent shall not be liable for any interest on any such moneys monies held by it under this AgreementAgreement and any money held by it need not be segregated except as required by law. In the event that any holder of Debt Securities of a Series shall deliver to the Republic written notice of a defaultdefault and/or an event of acceleration, as provided in the Debt Securitiessuch Series, the Republic shall, by facsimile telefax, relay such notice to the Fiscal Agent. Such notice shall be confirmed in writing by the Republic, as promptly as possible, to the Fiscal Agent. In the event that any holder of Debt Securities of a Series shall deliver to the Fiscal Agent, attention of the Corporate Trust & Loan Agency as set forth in Schedule I hereto, a Agent notice of a defaultdefault and/or an event of acceleration, the Fiscal Agent shall, by facsimile shall relay such notice to the Republic as promptly as possiblepossible by telefax and post pursuant to Section 11 hereof. Such If Securities of a Series are issued in definitive form, the Republic shall appoint a paying agent in the City and State of New York with respect to such Series. The Agent shall, at the request of any holder of the Securities of a Series, issue Voting Certificates and Block Voting Instructions in a form and manner which comply with the provisions of Schedule I (Provisions for Meetings of the Holders of the Securities of a Series) hereto (except that it shall not be required to issue the same less than 48 hours before the time fixed for any Meeting provided for therein). The Agent shall keep a full record of Voting Certificates and Block Voting Instructions issued by it and shall give to the Republic, not less than 24 hours before the time appointed for any Meeting, full particulars of all Voting Certificates and Block Voting Instructions issued by it in respect of such Meeting. The Fiscal Agent shall promptly forward to the Republic a copy of any notice shall be confirmed in writing or communication addressed to the Republic by any holder of the Securities of a Series which is received by the Fiscal Agent. With respect to the Securities of a Series in definitive form, upon request by the Republic, as promptly soon as possiblepracticable (and in any event within three months) after each Interest Payment Date, the Fiscal Agent shall notify the Republic (on the basis of the information available to it) of the Republicnumber of any Securities of a Series in definitive form against surrender of which payment has been made and of the number of any Securities of a Series in definitive form which have not yet been surrendered for payment. The Fiscal Agent shall also perform any other duties of the Paying Agent specified in the Debt Securities, the form Securities of which is attached hereto as Exhibit I. a Series. The Debt Securities of a Series shall not be amended to change or increase the duties of the Fiscal Agent as Paying Agent without its the Fiscal Agent’s prior written consent, which consent may not be unreasonably withheld. Upon not less than 30 days’ prior written notice The Fiscal Agent shall comply with all United States backup withholding tax and information reporting requirements under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder applicable to the holders of the Debt Securities (payments under, or with a copy to the Fiscal Agent) given as provided in Section 12 hereofrespect to, the Republic shall have the right to require the holder Securities of a Debt Security, as a condition Series in definitive form (including the collection of making full payment Internal Revenue Service Forms W-8 or W-9 and the filing of the principal of or interest or additional amounts, if any, on such Debt Security, to present at the office of any paying agency at least five Business Days prior to each Record Date a certificate in such form as the Republic may from time to time prescribe in order to comply with applicable law or regulation, to enable the Republic to determine its duties Forms 1096 and liabilities with respect to (i) any taxes, assessments or governmental charges which the Republic or the Fiscal Agent may be required to deduct or withhold from payment in respect of such Debt Security under any present or future law of the United States or the Republic or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. The Republic shall be entitled to determine its duties and liabilities 1099 with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination, but shall not be entitled to withhold all or part of any such payment except as the Republic determines in good faith to be required by applicable law or regulationpayments).

Duties as Paying Agent. The Republic hereby authorizes and directs the Fiscal Agent, and the Fiscal Agent hereby agrees, to calculate interest on the Global Debt Securities in the manner provided in the Global Debt Securities, to make payments of the principal of and interest, and additional amounts, if any, on the Global Debt Securities in the manner provided in the Global Debt Securities and in accordance with the regular procedures established by the Depository for the Global Debt Securities specified in Schedule I hereto. If the Debt Securities are issued in definitive form, the Republic hereby authorizes and directs the Fiscal Agent, and the Fiscal Agent hereby agrees, to make payments on behalf of the Republic in the Borough of Manhattan, The City of New York, and State of New York, U.S.A., in accordance with the Republic’s written instructions and, in the event that an additional Paying Agent has been appointed and is maintained by the Republic in Luxembourg, the Republic shall cause such Paying Agent to make payment in Luxembourg, York or London of principal of and interest and additional amounts, if any, on the Debt Securities in the manner provided in the Debt Securities. The Republic will ensure that, no later than 10:00 a.m. (New York time) on the second Business Day prior to each date on which any payment in respect of the Debt Securities becomes payable by the Republic under this Section, the Fiscal Agent shall receive from the bank paying on behalf of the Republic an irrevocable payment confirmation that such payment will be made to the Fiscal Agent. The Republic shall deposit with the Fiscal Agent at its principal office bank in The City of New York on the payment date by at 10:00 a.m. New York time on the payment date in U.S. dollar denominated Federal funds (same-day funds), sums sufficient for such payments of principal of and interest and additional amounts, if any, on the Debt Securities. However, unless and until the full amount of any such payment has been made to the Fiscal Agent or unless and until the Fiscal Agent is satisfied that such payment will be made, neither it nor the Paying Agent shall be bound to make payments in respect of the Debt Securities as aforesaid. If the Agent makes any such payment on behalf of the Republic under this Section 3, the Republic shall be liable on demand by the Agent to pay to the Agent the amount so paid out, together with interest thereon at such a rate as the Agent may certify as the aggregate of 1% per annum and the cost of funding any such payment made by it (as reasonably determined by the Agent). The Fiscal Agent shall not be liable for any interest on any such moneys monies held by it under this AgreementAgreement and any money held by it need not be segregated except as required by law. In the event that any holder of Debt Securities shall deliver to the Republic written notice of a defaultdefault and/or an event of acceleration, as provided in the Debt Securities, the Republic shall, by facsimile telefax, relay such notice to the Fiscal Agent. Such notice shall be confirmed in writing by the Republic, as promptly as possible, to the Fiscal Agent. In the event that any holder of Debt Securities shall deliver to the Fiscal Agent, attention of the Corporate Trust & Loan Agency as set forth in Schedule I hereto, a Agent notice of a defaultdefault and/or an event of acceleration, the Fiscal Agent shall, by facsimile shall relay such notice to the Republic as promptly as possiblepossible by telefax and post pursuant to Section 10 hereof. Such If the Debt Securities are issued in definitive form the Republic shall appoint a paying agent in the City and State of New York. The Agent shall, at the request of any holder of the Debt Securities, issue Voting Certificates and Block Voting Instructions in a form and manner which comply with the provisions of Schedule II (Provisions for Meetings of the Holders of the Debt Securities) hereto (except that it shall not be required to issue the same less than 48 hours before the time fixed for any Meeting provided for therein). The Agent shall keep a full record of Voting Certificates and Block Voting Instructions issued by it and shall give to the Republic, not less than 24 hours before the time appointed for any Meeting, full particulars of all Voting Certificates and Block Voting Instructions issued by it in respect of such Meeting. The Fiscal Agent shall promptly forward to the Republic a copy of any notice shall be confirmed in writing or communication addressed to the Republic by any holder of the Debt Securities which is received by the Fiscal Agent, as promptly as possible, to the Republic. The Fiscal Agent shall, upon and in accordance with instructions of the Republic received at least 10 days before the proposed publication date, arrange for the publication at the expense of the Republic of any notice which is to be given to the holders of the Debt Securities and shall supply a copy thereof to each Euroclear, Clearstream, Luxembourg and any stock exchange on which the Debt Securities may be listed. With respect to the Debt Securities in definitive form, upon request by the Republic, as soon as practicable (and in any event within three months) after each interest payment date, the Fiscal Agent shall notify the Republic (on the basis of the information available to it) of the number of any Debt Securities in definitive form against surrender of which payment has been made and of the number of any Debt Securities in definitive form which have not yet been surrendered for payment. The Agent shall also perform any other duties of the Paying Agent specified in the Debt Securities, the form of which is attached hereto as Exhibit I. . The Debt Securities shall not be amended to change or increase the duties of the Fiscal Agent as Paying Agent without its the Fiscal Agent's prior written consent, which consent may not be unreasonably withheld. Upon not less than 30 days’ prior written notice The Fiscal Agent shall comply with all United States backup withholding tax and information reporting requirements under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder applicable to the holders of payments under, or with respect to, the Debt Securities (with a copy to including the Fiscal Agent) given as provided in Section 12 hereof, collection of Internal Revenue Service Forms W-8 or W-9 and the Republic shall have the right to require the holder filing of a Debt Security, as a condition of making full payment of the principal of or interest or additional amounts, if any, on such Debt Security, to present at the office of any paying agency at least five Business Days prior to each Record Date a certificate in such form as the Republic may from time to time prescribe in order to comply with applicable law or regulation, to enable the Republic to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which the Republic or the Fiscal Agent may be required to deduct or withhold from payment in respect of such Debt Security under any present or future law of the United States or the Republic or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. The Republic shall be entitled to determine its duties and liabilities Forms 1099 with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination, but shall not be entitled to withhold all or part of any such payment except as the Republic determines in good faith to be required by applicable law or regulationpayments).