Common use of Administrative Procedure Clause in Contracts

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated February 14, 2006 (the “Distribution Agreement”), between The G▇▇▇▇▇▇ Sachs Group, Inc., a Delaware corporation (the “Company”) on the one hand and G▇▇▇▇▇▇, S▇▇▇▇ & Co. and any other party acting as Agent thereunder, on the other, to which this Administrative Procedure is attached as Annex II. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for Euroclear Bank S.A./N.V. (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated February 14[•], 2006 2007 (the “Distribution Agreement”), between The G▇▇▇▇▇▇ Sachs Group, Inc.Barclays Bank PLC, a Delaware corporation organized under the laws of England and Wales (the “CompanyBank”) on the one hand and G▇▇▇▇▇▇, S▇▇▇▇ & Co. and any other party acting as Agent thereunder, Barclays Capital Inc. on the other, to which this Administrative Procedure is attached as Annex II. Capitalized Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales issues of Securities directly by the Company Bank to purchasers subscribers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase subscription of Securities by an Agent, as principal, from the Company Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company Bank and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase subscription of a Security by a purchaser subscriber solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase subscription of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase subscribe for Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for Euroclear The Depository Trust Bank S.A./N.V. (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

Administrative Procedure. This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated February 14[ ], 2006 (the “Distribution Agreement”), between The Gamong Compass Bank (the “Bank”), Compass Bancshares, Inc. and M▇▇▇▇▇▇ Sachs GroupLynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated, Citigroup Global Markets Inc., a Delaware corporation (the “Company”) on the one hand and GK▇▇▇▇, B▇▇▇▇▇▇▇ & W▇▇▇▇, SInc., L▇▇▇▇▇ Brothers Inc. and Sandler, O’▇▇▇▇▇ & Co. and any other party acting as Agent thereunderPartners, on L.P. (together, the other“Agents”), to which this Administrative Procedure is attached as Annex II. Capitalized Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus Offering Circular, a Final Pricing Supplement and the Disclosure Package, each as amended or supplemented, the Indenture supplemented or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Issuing Agency Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company Bank to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company Bank and such Agent otherwise agree as provided in Section 2(b3(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. Notwithstanding the foregoing, the Bank and an Agent or syndicate of Agents may mutually agree to any other method of settlement of sales of Securities, either in connection with a sale of Securities directly by the Bank to purchasers solicited by an Agent, as agent, or a purchase of Securities by an Agent, as principal, from the Bank. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Company Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for Euroclear Bank S.A./N.V. The Depository Trust Company (the “Depositary”), ) and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), ) or a certificate issued in definitive form (a “Certificated Security”) by the Issuing and Paying Agent, as agent for the Depositary, delivered to a person designated by an Agent, as set forth in the applicable Final Pricing SupplementSupplement and Term Sheet. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the IndentureIssuing Agency Agreement. Book-Entry Securities will may be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will may be issued in accordance with the Administrative Procedure set forth in Part II hereof, in either case except as may otherwise be mutually agreed upon by the Bank and an Agent or syndicate of Agents.