Common use of RESPONSIBILITY OF THE AGENTS Clause in Contracts

RESPONSIBILITY OF THE AGENTS. 20.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, default or bad faith, including that of its officers and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 11, the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the notice. 20.4 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.

RESPONSIBILITY OF THE AGENTS. 20.1 The duties, responsibilities and obligations of Agents shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied against the Agents. The Agents shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder. 20.2 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, default or bad faith, including that of its officers and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damageCoupons. 20.3 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately as soon as reasonably practicable on receiving any notice given by a Noteholder in accordance with Condition 1111 (Events of Default), the Principal Paying Fiscal Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the notice. 20.4 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer or the Guarantor prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer and the Guarantor and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 20.5 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer or the Guarantor arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Central Bank of Ireland). 20.6 Notwithstanding anything else herein contained, each Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

RESPONSIBILITY OF THE AGENTS. 20.1 22.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes Covered Bonds, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note Covered Bond, Receipt or Coupon except for its own wilful default, negligence, default bad faith or bad faithfraud, including that of its officers and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 22.2 No Agent shall have any duty or responsibility in the case of any default by any of the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor Guarantors in the performance of its obligations under the Terms and Conditions or the Trust Deed or, in the case of receipt of a written demand request from a Noteholder Covered Bondholder, Receiptholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given written request by a Noteholder Covered Bondholder in accordance with Condition 119 (Events of Default, Acceleration and Enforcement), the Principal Paying Agent notifies the Relevant Issuer Issuer, the Guarantors and (in the case of Guaranteed Notes) the Guarantor Bond Trustee of the fact and furnishes it them with a copy of the noticesuch written request. 20.4 22.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer Issuer, any of the Guarantors or the Bond Trustee prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer Issuer, any of the Guarantors or the Bond Trustee and delivered to the relevant Agent and the certificate shall be a full authorisation to the such Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.

RESPONSIBILITY OF THE AGENTS. 20.1 23.1 No Agent shall will be responsible to anyone with respect to the validity of this Agreement or the Notes Covered Bonds or Coupons or for any act or omission by it in connection with this Agreement or any Note Covered Bond or Coupon except for its own negligencedishonesty, default or bad faith, willful misconduct, gross negligence or reckless disregard, including that of its officers and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 23.2 No Agent shall will have any duty or responsibility in the case of any default by any of the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Terms and Conditions or the Trust Deed or, in the case of receipt of a written demand request from a Noteholder Covered Bondholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given written request by a Noteholder Covered Bondholder in accordance with Condition 119, the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) Issuer, the Guarantor and the Bond Trustee of the fact and furnishes it them with a copy of the noticesuch written request. 20.4 23.3 Whenever in the performance of its duties under this Agreement an Agent shall will deem it desirable that any matter be established by the Relevant Issuer Issuer, any of the Guarantor or the Bond Trustee prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer Issuer, the Guarantor or the Bond Trustee and delivered to the relevant Agent and the certificate shall will be a full authorisation authorization to the such Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 23.4 No Paying Agent shall be required to make any payment in respect of a Covered Bond unless the funds required to make such payment have actually been received by such Paying Agent in accordance with the Terms and Conditions of such Covered Bond.

RESPONSIBILITY OF THE AGENTS. 20.1 24.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes Covered Bonds, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note Covered Bond, Receipt, Coupon or Coupon Talon except for its own negligencewilful misconduct, default negligence or bad faithfraud, including that of its officers and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 24.2 No Agent shall have any duty or responsibility in the case of any default by any of the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor LLP in the performance of its obligations under the Terms and Conditions or the Trust Deed or, in the case of receipt of a written demand request from a Noteholder Covered Bondholder, Receiptholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given written request by a Noteholder Covered Bondholder in accordance with Condition 119 (Events of Default, Acceleration and Enforcement), the Principal Paying Agent notifies the Relevant Issuer Issuer, the LLP and (in the case of Guaranteed Notes) the Guarantor Bond Trustee of the fact and furnishes it them with a copy of the noticesuch written request. 20.4 24.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer Issuer, the LLP or the Bond Trustee prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer Issuer, the LLP or the Bond Trustee and delivered to the relevant Agent and the certificate shall be a full authorisation to the such Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 24.4 Notwithstanding anything else herein contained, an Agent may refrain, without liability, from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law or any directive or regulation of any agency of any such jurisdiction (including but not limited to England and Wales and the United States of America or any jurisdiction forming a part of it). Furthermore, an Agent may refrain, without liability, from taking such action if it would otherwise render it liable to any person in that jurisdiction or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing by virtue of any applicable law or if it is determined by any court or other competent authority in that jurisdiction (including but not limited to England and Wales and the United States of America or any jurisdiction forming a part of it) that it does not have such power. An Agent may also, without liability, take any action in any jurisdiction which is, in its opinion based upon legal advice in the relevant jurisdiction, necessary to comply with any law or any directive or regulation of any agency of any such jurisdiction.

RESPONSIBILITY OF THE AGENTS. 20.1 18.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own gross negligence, wilful default or bad faith, fraud including that of its officers and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 18.2 No Agent shall have any duty or responsibility in the case of any default by the Relevant relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or CouponholderNoteholder, with respect to such default, provided however that immediately promptly on receiving any notice given by a Noteholder in accordance with Condition 1110, the Principal Issue and Paying Agent or the Registrar, as the case may be, notifies the Relevant relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the notice. 20.4 18.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant relevant Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant relevant Issuer and delivered to the relevant Agent and the certificate shall be a full authorisation to the relevant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 18.4 The Agents are not liable for any loss caused by events beyond their reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems or interception of communication facilities, abnormal operating conditions or events of force majeure. 18.5 Each Agent is entitled to take any action or to refuse to take any action, and has no liability for any liability or loss resulting from taking or refusing to take action, which such Agent regards as necessary for it to comply with any applicable law, regulation or requirement (whether or not having the force of law) of any central bank or governmental or other regulatory authority affecting it, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.

RESPONSIBILITY OF THE AGENTS. 20.1 22.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note Note, Receipt or Coupon except for its own negligence, wilful default or bad faithfraud, including that of its officers officers, directors and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 22.2 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 119 (Events of Default), the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the notice. 20.4 22.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 22.4 Subject to the final sentence of this Clause 22.4, under no circumstances will the Agents be liable to the Issuer or any other party to this Agreement in contract, tort (including negligence) or otherwise for any consequential, special, indirect or speculative loss or damage (including but not limited to loss of business, goodwill, opportunity or profit) which arises out of or in connection with this Agreement even if advised of the possibility of such loss or damage. Nothing in this Agreement limits or excludes a party's liability for gross negligence, wilful default or fraud.‌

RESPONSIBILITY OF THE AGENTS. 20.1 No Each Paying Agent, the Transfer Agent, the Exchange Agent and the Registrar shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes or Coupons or (other than as provided in clause 21 below) for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, default or bad faith, including or that of its officers and officers, directors, agents or employees. 20.2 Under no circumstances will Each Paying Agent, the Agents be liable to Transfer Agent, the Issuers or Exchange Agent and the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 No Agent Registrar shall have any no duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 11, the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the noticerelevant Conditions. 20.4 20.3 Whenever in the performance of its duties under this Agreement an a Paying Agent, Transfer Agent, the Exchange Agent or the Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Relevant Issuer prior to taking or suffering any action under this Agreementhereunder, the such factor matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by two directors of the Relevant Issuer and delivered to the such Paying Agent, Transfer Agent, Exchange Agent or Registrar and the such certificate shall be a full authorisation to the such Paying Agent, Transfer Agent, Exchange Agent or Registrar, in its capacity as such, for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the such certificate. 20.4 The Agent will only be liable to the Issuer and/or the Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer and/or the Trustee (Liabilities) to the extent that the Agent has been negligent, fraudulent or in wilful default in respect of its obligations under this Agreement. The Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with this Agreement. For the avoidance of doubt the failure of the Agent to make a claim for payment of interest and principal on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute negligence, fraud or wilful default on the part of the Agent.‌ 20.5 Liabilities arising under paragraph 20.4 shall be limited to the amount of the Issuer’s and/or the Trustee’s actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.‌ 20.6 The liability of the Agent under paragraph 20.4 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.‌

RESPONSIBILITY OF THE AGENTS. 20.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes Notes, or Coupons or for any act or omission by it in connection with this Agreement or any Note Note, or Coupon except for its own negligence, default gross negligence or bad faithwilful default, including that of its officers and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving as soon as reasonably practicable and in any event no later than one Business Day following receipt of any notice given by a Noteholder in accordance with Condition 11, the Issuing and Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) and, where applicable, the Guarantor of the fact and furnishes it with a copy of the notice. 20.4 20.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer or the Guarantor prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer or the Guarantor and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.certificate.‌ 20.4 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under any Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly after making such payment return to the Issuer or the Guarantor, as the case may be, the amount so deducted or withheld, in which case, the Issuer or the Guarantor, as the case may be, shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this clause 20.4.‌ 20.5 The Guarantor, on behalf of itself or the Issuer, shall notify each Agent in the event that it determines that any payment to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Guarantor's obligations under this clause 20.5 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer or the Guarantor, such Notes, or both.‌

RESPONSIBILITY OF THE AGENTS. 20.1 23.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes Covered Bonds or Coupons or for any act or omission by it in connection with this Agreement or any Note Covered Bond or Coupon except for its own negligence, default wilful default, fraud or bad faith, including that of its officers and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 23.2 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor LLP in the performance of its obligations under the Conditions or the Trust Deed or, in the case of receipt of a written demand from a Noteholder Covered Bondholder or Couponholder, with respect to such default, provided however that immediately as soon as reasonably practicable on receiving any notice given by a Noteholder Covered Bondholder in accordance with Condition 119 (Events of Default and Enforcement), the Principal Paying Agent notifies the Relevant Issuer Issuer, the LLP and (in the case of Guaranteed Notes) the Guarantor Bond Trustee of the fact and furnishes it with a copy of the notice. 20.4 23.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer Issuer, the LLP or the Bond Trustee prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer Issuer, the LLP or the Bond Trustee and delivered to the relevant Agent and the certificate shall be a full authorisation to the such Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 23.4 In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (Applicable Law), the Agents are required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Agents. Accordingly, each of the parties agrees to provide to each Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Agents to comply with Applicable Law.

RESPONSIBILITY OF THE AGENTS. 20.1 21.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note Note, Receipt or Coupon except for its own negligence, wilful default or bad faithfraud, including that of its officers officers, directors and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 21.2 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 119 (Events of Default), the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the notice. 20.4 21.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 21.4 Subject to the final sentence of this Clause 21.4, under no circumstances will the Agents be liable to the Issuer or any other party to this Agreement in contract, tort (including negligence) or otherwise for any consequential, special, indirect or speculative loss or damage (including but not limited to loss of business, goodwill, opportunity or profit) which arises out of or in connection with this Agreement even if advised of the possibility of such loss or damage. Nothing in this Agreement limits or excludes a party's liability for gross negligence, wilful default or fraud.‌

RESPONSIBILITY OF THE AGENTS. 20.1 22.1 The duties, responsibilities and obligations of the Agents shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied against the Agents. No Agent shall be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder. 22.2 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon Note, except for its own gross negligence, default wilful misconduct or bad faithfraud, including that of its officers officers, directors and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 22.3 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or the Trust Deed or, in the case of receipt of a written demand from a Noteholder or CouponholderNoteholder, with respect to such default, provided however that immediately as soon as reasonably practicable on receiving any notice given by a Noteholder in accordance with Condition 119 (Events of Default and Enforcement), the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor Trustee of the fact and furnishes it with a copy of the notice. 20.4 22.4 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer or the Trustee prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer or the Trustee and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 22.5 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the UK Listing Authority).

RESPONSIBILITY OF THE AGENTS. 20.1 21.1 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note Note, Receipt or Coupon except for its own negligence, wilful default or bad faithfraud, including that of its officers officers, directors and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 21.2 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 119 (Events of Default), the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the notice. 20.4 21.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 21.4 Subject to the final sentence of this Clause 21.4, under no circumstances will the Agents be liable to the Issuer or any other party to this Agreement in contract, tort (including negligence) or otherwise for any consequential, special, indirect or speculative loss or damage (including but not limited to loss of business, goodwill, opportunity or profit) which arises out of or in connection with this Agreement even if advised of the possibility of such loss or damage. Nothing in this Agreement limits or excludes a party's liability: (i) for fraud or wilful default; or (ii) for death or personal injury caused by its negligence.

RESPONSIBILITY OF THE AGENTS. 20.1 22.1 The duties, responsibilities and obligations of the Agents shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied against the Agents. No Agent shall be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder. 22.2 No Agent shall be responsible to anyone with respect to the validity of this Agreement or the Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon Note, except for its own gross negligence, default wilful misconduct or bad faithfraud, including that of its officers officers, directors and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 22.3 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions Conditions, this Agreement or the Trust Deed or, in the case of receipt of a written demand from a Noteholder or CouponholderNoteholder, with respect to such default, provided however that immediately as soon as reasonably practicable on receiving any notice given by a Noteholder in accordance with Condition 11"Events of Default and Enforcement", the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor Trustee of the fact and furnishes it with a copy of the notice. 20.4 22.4 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer or the Trustee prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer or the Trustee and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate. 22.5 Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the UK Financial Conduct Authority).

RESPONSIBILITY OF THE AGENTS. 20.1 No Each Paying Agent, the Transfer Agent, the Exchange Agent and the Registrar shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes or Coupons or (other than as provided in clause 21 below) for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, default or bad faith, including or that of its officers and officers, directors, agents or employees. 20.2 Under no circumstances will Each Paying Agent, the Agents be liable to Transfer Agent, the Issuers or Exchange Agent and the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 No Agent Registrar shall have any no duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 11, the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the noticeConditions. 20.4 20.3 Whenever in the performance of its duties under this Agreement an a Paying Agent, Transfer Agent, the Exchange Agent or the Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Relevant Issuer or the Guarantor (as applicable) prior to taking or suffering any action under this Agreementhereunder, the such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by two directors of the Relevant Issuer or the Guarantor (as applicable) and delivered to the such Paying Agent, Transfer Agent, Exchange Agent or Registrar and the such certificate shall be a full authorisation to the such Paying Agent, Transfer Agent, Exchange Agent or Registrar, in its capacity as such, for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the such certificate. 20.4 The Agent will only be liable to the Issuer, the Guarantor and/or the Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer, the Guarantor and/or the Trustee (Liabilities) to the extent that the Agent has been negligent, fraudulent or in wilful default in respect of its obligations under this Agreement. The Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with this Agreement. For the avoidance of doubt the failure of the Agent to make a claim for payment of interest and principal on the Issuer or the Guarantor, or to inform any other paying agent or clearing system of a failure on the part of the Issuer or the Guarantor to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute negligence, fraud or wilful default on the part of the Agent. 20.5 Liabilities arising under paragraph 20.4 shall be limited to the amount of the Issuer’s, the Guarantor’s and/or the Trustee’s actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages. 20.6 The liability of the Agent under paragraph 20.4 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.

RESPONSIBILITY OF THE AGENTS. 20.1 No Each Paying Agent, the Transfer Agent, the Exchange Agent and the Registrar shall not be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes or Coupons or (other than as provided in clause 21 below) for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, default or bad faith, including or that of its officers and officers, directors, agents or employees. 20.2 Under no circumstances will Each Paying Agent, the Agents be liable to Transfer Agent, the Issuers or Exchange Agent and the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 No Agent Registrar shall have any no duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand from a Noteholder or Couponholder, with respect to such default, provided however that immediately on receiving any notice given by a Noteholder in accordance with Condition 11, the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the noticeConditions. 20.4 20.3 Whenever in the performance of its duties under this Agreement an a Paying Agent, Transfer Agent, the Exchange Agent or the Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Relevant Issuer prior to taking or suffering any action under this Agreementhereunder, the such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by two directors of the Relevant Issuer and delivered to the such Paying Agent, Transfer Agent, Exchange Agent or Registrar and the such certificate shall be a full authorisation to the such Paying Agent, Transfer Agent, Exchange Agent or Registrar, in its capacity as such, for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the such certificate. 20.4 The Agent will only be liable to the Issuer and/ or the Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer and/or the Trustee (Liabilities) to the extent that the Agent has been negligent, fraudulent or in wilful default in respect of its obligations under this Agreement. The Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with this Agreement. For the avoidance of doubt the failure of the Agent to make a claim for payment of interest and principal on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute negligence, fraud or wilful default on the part of the Agent. 20.5 Liabilities arising under paragraph 20.4shall be limited to the amount of the Issuer’s and/or the Trustee’s actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages. 20.6 The liability of the Agent under paragraph 20.4 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action.

RESPONSIBILITY OF THE AGENTS. 20.1 No Agent shall shall, except as provided in clause 19, be responsible or accountable to anyone with respect to the validity of this Agreement or the Notes Notes, Receipts or Coupons or for any act or omission by it in connection with this Agreement or any Note Note, Receipt or Coupon except for its own negligence, wilful default or bad faith, including that of its officers and employeesemployees or breach of this Agreement. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 No Agent shall shall, except as provided in clause 19, have any duty or responsibility in the case of any default by the Relevant relevant Issuer or (in where the case of Guaranteed Notesrelevant Issuer is UUWF) the Guarantor in the performance of its obligations under the Conditions or the Trust Deed or, in the case of receipt of a written demand from a Noteholder Noteholder, Receiptholder or Couponholder, with respect to such default, provided however that immediately on receiving any forthwith upon receipt by the Principal Paying Agent of a notice given by a Noteholder in accordance with Condition 1112, the Principal Paying Agent notifies will notify the Relevant relevant Issuer, (where the relevant Issuer and (in the case of Guaranteed Notesis UUWF) the Guarantor of and the fact Trustee thereof and furnishes furnish it with a copy of the such notice. 20.4 20.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Relevant relevant Issuer, (where the relevant Issuer is UUWF) the Guarantor or the Trustee prior to taking or suffering any action under this Agreementhereunder, the such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Relevant relevant Issuer, (where the relevant Issuer is UUWF) the Guarantor or the Trustee and delivered to the such Agent and the such certificate shall be a full authorisation to the Agent such Agent, in its capacity as such, for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the such certificate.

RESPONSIBILITY OF THE AGENTS. 20.1 No Agent shall be responsible or liable to anyone with respect to the validity or legality of this Agreement or the Notes or Notes, Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own gross negligence, wilful default or bad faithfraud, including that of its officers and employees. 20.2 Under no circumstances will the Agents be liable to the Issuers or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. 20.3 No Agent shall have any duty or responsibility in the case of any default by the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor in the performance of its obligations under the Conditions or, in the case of receipt of a written demand declaration from a Noteholder or Couponholder, with respect to such defaultthat its Notes are due and payable under Condition 10, provided however that immediately as soon as reasonably practicable on receiving any notice given by a Noteholder in accordance with Condition 1110, the Principal Paying Agent notifies the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor of the fact and furnishes it with a copy of the notice. 20.4 20.3 Whenever in the performance of its duties under this Agreement an Agent shall deem it desirable that any matter be established by the Relevant Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Relevant Issuer and delivered to the Agent and the certificate shall be a full authorisation to the Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate, without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. 20.4 The Agents (other than the U.S. Agents) are authorised by the Prudential Regulation Authority ("PRA") and regulated by the UK Financial Conduct Authority ("FCA") and PRA. Nothing in this Agreement shall require the Agents (other than the U.S. Agents) to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or to lend money to the Issuer.