Common use of Issuing and Paying Agent Clause in Contracts

Issuing and Paying Agent. The Issuer hereby confirms its appointment of Deutsche Bank Trust Company Americas, as Issuing and Paying Agent of the Issuer in respect to the Notes upon the terms and subject to the conditions herein set forth, and Deutsche Bank Trust Company Americas hereby confirms its acceptance of such appointment, upon and subject to the terms and conditions set forth below, for the purposes of: (i) completing, authenticating and delivering Global Notes and (if required) authenticating and delivering Certificated Notes; (ii) paying sums due on Global Notes and Certificated Notes; (iii) unless otherwise specified in the applicable Pricing Supplement, determining the interest or other amounts payable in respect of the Notes in accordance with the terms and conditions of the Notes; (iv) arranging on behalf of the Issuer for notices to be communicated to the Holders; and (v) performing all other obligations and duties imposed upon it by the terms and conditions of the Notes, this Agreement or as may be agreed between the Issuer and the Issuing and Paying Agent in connection with a particular series or tranche of Notes. The Issuer further appoints and authorizes Deutsche Bank Trust Company Americas as Issuing and Paying Agent to act as its Issuing and Paying Agent in executing the Letters of Representations to be delivered to the Depository, in substantially the forms set forth in Exhibit A. The Issuing and Paying Agent shall at all times be a bank or trust company organized under the laws of the United States or any jurisdiction in the United States and authorized and empowered under such laws to fulfill and perform all the duties and obligations of the Issuing and Paying Agent hereunder. The Issuing and Paying Agent represents that it is a bank or trust company meeting the foregoing requirements and that it promptly shall notify the Issuer of any occurrence or event that renders it unable to continue to make the representations in this Agreement.

Issuing and Paying Agent. The Issuer hereby confirms its appointment of Deutsche Bank appoints Bankers Trust Company AmericasCompany, as Issuing and Paying Agent of the Issuer in respect to the Notes upon the terms and subject to the conditions herein set forth, and Deutsche Bank Bankers Trust Company Americas hereby confirms its acceptance of accepts such appointment, . The Issuing and Paying Agent shall have the powers and authority granted to and conferred upon and subject to it in the terms and conditions set forth below, for the purposes of: (i) completing, authenticating and delivering Global Notes and (if required) authenticating this Agreement and delivering Certificated Notes; (ii) paying sums due on Global Notes such further powers and Certificated Notes; (iii) unless otherwise specified in the applicable Pricing Supplement, determining the interest or other amounts payable in respect of the Notes in accordance with the terms and conditions of the Notes; (iv) arranging authority to act on behalf of the Issuer for notices to be communicated to the Holders; and (v) performing all other obligations and duties imposed upon it by the terms and conditions of the Notes, this Agreement or as may be agreed between upon by the Issuer and the Issuing and Paying Agent from time to time. All of the terms and provisions with respect to such powers and authority contained in connection with a particular series or tranche of Notesthe Notes are subject to and governed by the terms and provisions hereof. The Issuer Issuer, further appoints and authorizes Deutsche Bank Bankers Trust Company Americas Company, as Issuing and Paying Agent Agent, to act as its Issuing and Paying Agent in executing the Letters of Representations to be delivered to the DepositoryDepositary, in substantially the forms set forth in Exhibit A. A hereto. The Issuing and Paying Agent shall at all times be a bank or trust company organized under the laws of the United States or any jurisdiction in the United States and authorized and empowered under such laws to fulfill and perform all the duties and obligations of the Issuing and Paying Agent hereunder. The Issuing and Paying Agent hereby represents that it is a bank or trust company meeting the foregoing requirements and that it shall promptly shall notify the Issuer of any occurrence or event that renders it unable to continue to make the representations in this Agreementaforesaid representation.

Issuing and Paying Agent. The Issuer hereby confirms its continued appointment of Deutsche Bank Trust Company Americas, as Issuing and Paying Agent of the Issuer in respect to the Notes upon the terms and subject to the conditions herein set forth, and Deutsche Bank Trust Company Americas hereby confirms its acceptance of such appointment, upon and subject to the terms and conditions set forth below, for the purposes of: (i) completing, authenticating and delivering Global Notes and (if required) authenticating and delivering Certificated Notes; (ii) paying sums due on Global Notes and Certificated Notes; (iii) unless otherwise specified in the applicable Pricing Supplement, determining the interest or other amounts payable in respect of the Notes in accordance with the terms and conditions of the Notes; (iv) arranging on behalf of the Issuer for notices to be communicated to the Holders; and (v) performing all other obligations and duties imposed upon it by the terms and conditions of the Notes, this Agreement or as may be agreed between the Issuer and the Issuing and Paying Agent in connection with a particular series or tranche of Notes. The Issuer further appoints and authorizes Deutsche Bank Trust Company Americas as Issuing and Paying Agent to act as its Issuing and Paying Agent in executing the Letters of Representations to be delivered to the Depository, in substantially the forms set forth in Exhibit A. The Issuing and Paying Agent shall at all times be a bank or trust company organized under the laws of the United States or any jurisdiction in the United States and authorized and empowered under such laws to fulfill and perform all the duties and obligations of the Issuing and Paying Agent hereunder. The Issuing and Paying Agent represents that it is a bank or trust company meeting the foregoing requirements and that it promptly shall notify the Issuer of any occurrence or event that renders it unable to continue to make the representations in this Agreement.

Issuing and Paying Agent. The Each Issuer hereby confirms its appointment of Deutsche Bank appoints Bankers Trust Company AmericasCompany, as Issuing and Paying Agent of the Issuer Issuers in respect to the Notes upon the terms and subject to the conditions herein set forth, and Deutsche Bank Bankers Trust Company Americas hereby confirms its acceptance of accepts such appointment, . The Issuing and Paying Agent shall have the powers and authority granted to and conferred upon and subject to it in the terms and conditions set forth below, for the purposes of: (i) completing, authenticating and delivering Global Notes and (if required) authenticating this Agreement and delivering Certificated Notes; (ii) paying sums due on Global Notes such further powers and Certificated Notes; (iii) unless otherwise specified in the applicable Pricing Supplement, determining the interest or other amounts payable in respect of the Notes in accordance with the terms and conditions of the Notes; (iv) arranging authority to act on behalf of the each Issuer for notices to be communicated to the Holders; and (v) performing all other obligations and duties imposed upon it by the terms and conditions of the Notes, this Agreement or as may be agreed between the upon by such Issuer and the Issuing and Paying Agent from time to time. All of the terms and provisions with respect to such powers and authority contained in connection with a particular series or tranche of Notesthe Notes are subject to and governed by the terms and provisions hereof. The Each Issuer further appoints and authorizes Deutsche Bank Bankers Trust Company Americas Company, as Issuing and Paying Agent Agent, to act as its Issuing and Paying Agent in executing the Letters of Representations to be delivered to the DepositoryDepositary, in substantially the forms set forth in Exhibit A. A hereto. The Issuing and Paying Agent shall at all times be a bank or trust company organized under the laws of the United States or any jurisdiction in the United States and authorized and empowered under such laws to fulfill and perform all the duties and obligations of the Issuing and Paying Agent hereunder. The Issuing and Paying Agent hereby represents that it is a bank or trust company corporation meeting the foregoing requirements and that it shall promptly shall notify the each Issuer of any occurrence or event that renders it unable to continue to make the representations in this Agreementaforesaid representation.