Common use of Reliance on Opinions of Counsel or Officer’s Certificate Clause in Contracts

Reliance on Opinions of Counsel or Officer’s Certificate. (a) The Fiscal and Paying Agent may, at any time, request and receive an opinion of counsel (including its in-house counsel) concerning its duties hereunder. The Fiscal and Paying Agent shall be free to act upon the advice contained in such opinion and shall have no liability to the Bank, the holders of the Notes or the beneficial owners of the Global Notes in respect of an action taken or omitted by the Fiscal and Paying Agent in good faith in reliance on a written opinion of such counsel (including its in-house counsel). (b) The Fiscal and Paying Agent shall have no liability to the Bank, the holders of the Notes or the beneficial owners of the Global Notes in respect of an action taken or omitted by the Fiscal and Paying Agent in good faith in reliance on an Officer’s Certificate.

Reliance on Opinions of Counsel or Officer’s Certificate. (a) The Fiscal and Paying Agent may, at any time, request and receive an opinion of counsel (including its in-house counsel) concerning its duties hereunder. The Fiscal and Paying Agent shall be free to act upon the advice contained in such opinion and shall have no liability to the Bank, the holders of the Subordinated Notes or the beneficial owners of the Global Subordinated Notes in respect of an action taken or omitted by the Fiscal and Paying Agent in good faith in reliance on a written opinion of such counsel (including its in-house counsel). (b) The Fiscal and Paying Agent shall have no liability to the Bank, the holders of the Subordinated Notes or the beneficial owners of the Global Subordinated Notes in respect of an action taken or omitted by the Fiscal and Paying Agent in good faith in reliance on an Officer’s Certificate.

Reliance on Opinions of Counsel or Officer’s Certificate. (a) The Fiscal and Paying Agent may, at any time, request and receive an opinion of its counsel (including its in-house counsel) concerning its duties hereunder. The Fiscal and Paying Agent shall be free to act upon the advice contained in such opinion and shall have no liability to the Bank, the holders of the Subordinated Notes or the beneficial owners of the Global Subordinated Notes in respect of an action taken or omitted by the Fiscal and Paying Agent in good faith in reliance on a written opinion of such counsel (including its in-house counsel). (b) The Fiscal and Paying Agent shall have no liability to the Bank, the holders of the Subordinated Notes or the beneficial owners of the Global Subordinated Notes in respect of an action taken or omitted by the Fiscal and Paying Agent in good faith in reliance on an Officer’s Certificate.

Reliance on Opinions of Counsel or Officer’s Certificate. (a) The Fiscal and Paying Agent may, at any time, request and receive an opinion of counsel of its selection (including its in-house counsel) concerning its duties hereunder. The Fiscal and Paying Agent shall be free to act upon the advice contained in such opinion and shall have no liability to the Bank, the holders of the Notes or the beneficial owners of the Global Notes in respect of an action taken or omitted by the Fiscal and Paying Agent in good faith in reliance on a written opinion of such counsel (including its in-house in‑house counsel). (b) The Except in the event of gross negligence or willful misconduct, the Fiscal and Paying Agent shall have no liability to the Bank, the holders of the Notes or the beneficial owners of the Global Notes in respect of an action taken or omitted by the Fiscal and Paying Agent in good faith in reliance on an Officer’s 's Certificate.