Common use of Issuing and Paying Agent Clause in Contracts

Issuing and Paying Agent. In addition to those duties that are more particularly detailed in the Operating Manual, the Issuing and Paying Agent shall in relation to each relevant Class of ETP Securities: (A) In relation to Form Dealing Orders only: (1) upon receipt of a Form Dealing Order from an Authorised Participant, perform the validation checks (as set out in the Operating Manual) in a timely manner in relation to the order; (2) liaise with the relevant Authorised Participant in a timely manner to confirm receipt of Form Dealing Orders and to confirm that such orders are valid; (3) once a Form Dealing Order is deemed valid, send matching dealing notices in a pre-agreed format to the relevant Swap Provider in a timely manner so that such Swap Provider can upsize or downsize (as applicable) the relevant Swap Transactions; (4) liaise with the relevant Swap Provider in a timely manner to confirm receipt of a dealing notice and to confirm that such notice has been accepted; (5) liaise with the relevant Authorised Participant to confirm that dealing notices in respect of Dealing Orders have been accepted by the relevant Swap Provider; (6) on the first Settlement Business Day following the relevant Subscription Trade Date, upon receipt of the pricing information in relation to the relevant Class of ETP Securities from the Determination Agent, communicate such pricing information to the relevant Authorised Participant; (7) on the first Settlement Business Day following the relevant Subscription Trade Date, once pricing has been confirmed, send Dealing Orders to the Registrar to issue or redeem the ETP Securities in CREST; (B) In relation to System Dealing Orders only: (1) In the event of a System Dealing Order being created and, as a result of a breakdown or other problem with the System, confirmation by the relevant Swap Provider via the System is not possible, in accordance with section 7.1(A)(3) the Issuing and Paying Agent will complete and send to the relevant Swap Provider matching dealing notices, and the provisions of Clauses 7.1(A)(3)-(7) shall apply; (2) If a System Dealing Order is rejected by the Swap Provider, update the status of the System Dealing Order in the System and add narrative in the System to inform the Authorised Participant of the reason for the rejection; (3) If a System Dealing Order is neither accepted or rejected by the Swap Provider by 15:00 London time, cancel the System Dealing Order in the System. (C) liaise with the Registrar in a timely manner to confirm receipt of Dealing Orders and to provide settlement instructions in relation to such orders; (D) liaise with the Registrar and the relevant Authorised Participant, as applicable, in a timely manner to ensure matching trades are entered through CREST or through another Relevant Clearing System; (E) provide the required information to the Determination Agent so as to allow it to calculate any Credit Support Amount in accordance with the Determination Agency Agreement and any applicable Credit Support Document; (F) subject to confirmation by the Determination Agent of the Credit Support Amount, enter the Credit Support Amount in the Bank of New York Mellon Automated Deal Matching System, and liaise with the relevant Swap Provider and Determination Agent as appropriate to ensure that details are matched with those of the relevant Swap Provider; and (G) submit Final Terms to the Central Bank of Ireland Online Reporting System (ONR) website and to the Borsa Italiana website as per their requirements.

Issuing and Paying Agent. In addition The Issuer hereby appoints Bankers ------------------------ Trust Company, as Issuing and Paying Agent of the Issuer in respect to those duties the Notes upon the terms and subject to the conditions herein set forth, and Bankers Trust Company hereby accepts such appointment; provided, however, that are more particularly detailed Bankers Trust Company shall not be required to act as Issuing and Paying Agent with respect to any Reference Asset Payable Note and Bankers Trust Company's acceptance of such appointment with respect to any Reference Asset Payable Note is expressly conditioned upon its prior written approval of the Pricing Supplement to such Reference Asset Payable Note, which Pricing Supplement shall include Administrative procedures relating to such Reference Asset Payable Note. The Issuing and Paying Agent shall have the powers and authority granted to and conferred upon it in the Operating Manual, Notes and this Agreement and such further powers and authority to act on behalf of the Issuer as may be agreed upon by the Issuer and the Issuing and Paying Agent shall in relation from time to each relevant Class time. All of ETP Securities: (A) In relation the terms and provisions with respect to Form Dealing Orders only: (1) upon receipt of a Form Dealing Order from an Authorised Participant, perform the validation checks (as set out such powers and authority contained in the Operating Manual) Notes are subject to and governed by the terms and provisions hereof. The Issuer, further appoints and authorizes Bankers Trust Company, as Issuing and Paying Agent, to act as its Issuing and Paying Agent in a timely manner in relation executing the Letters of Representations to be delivered to the order; (2) liaise with Depositary, in substantially the relevant Authorised Participant forms set forth in Exhibit A hereto. The Issuing and Paying Agent shall at all times be a timely manner to confirm receipt of Form Dealing Orders and to confirm that such orders are valid; (3) once a Form Dealing Order is deemed valid, send matching dealing notices in a pre-agreed format to bank or trust company organized under the relevant Swap Provider in a timely manner so that such Swap Provider can upsize or downsize (as applicable) the relevant Swap Transactions; (4) liaise with the relevant Swap Provider in a timely manner to confirm receipt of a dealing notice and to confirm that such notice has been accepted; (5) liaise with the relevant Authorised Participant to confirm that dealing notices in respect of Dealing Orders have been accepted by the relevant Swap Provider; (6) on the first Settlement Business Day following the relevant Subscription Trade Date, upon receipt laws of the pricing information United States or any jurisdiction in relation the United States and authorized and empowered under such laws to fulfill and perform all the relevant Class duties and obligations of ETP Securities from the Determination Agent, communicate such pricing information to the relevant Authorised Participant; (7) on the first Settlement Business Day following the relevant Subscription Trade Date, once pricing has been confirmed, send Dealing Orders to the Registrar to issue or redeem the ETP Securities in CREST; (B) In relation to System Dealing Orders only: (1) In the event of a System Dealing Order being created and, as a result of a breakdown or other problem with the System, confirmation by the relevant Swap Provider via the System is not possible, in accordance with section 7.1(A)(3) the Issuing and Paying Agent will complete hereunder. The Issuing and send Paying Agent hereby represents that it is a bank or trust company meeting the foregoing requirements and that it shall promptly notify the Issuer of any occurrence or event that renders it unable to continue to make the relevant Swap Provider matching dealing notices, and the provisions of Clauses 7.1(A)(3)-(7) shall apply; (2) If a System Dealing Order is rejected by the Swap Provider, update the status of the System Dealing Order in the System and add narrative in the System to inform the Authorised Participant of the reason for the rejection; (3) If a System Dealing Order is neither accepted or rejected by the Swap Provider by 15:00 London time, cancel the System Dealing Order in the Systemaforesaid representation. (C) liaise with the Registrar in a timely manner to confirm receipt of Dealing Orders and to provide settlement instructions in relation to such orders; (D) liaise with the Registrar and the relevant Authorised Participant, as applicable, in a timely manner to ensure matching trades are entered through CREST or through another Relevant Clearing System; (E) provide the required information to the Determination Agent so as to allow it to calculate any Credit Support Amount in accordance with the Determination Agency Agreement and any applicable Credit Support Document; (F) subject to confirmation by the Determination Agent of the Credit Support Amount, enter the Credit Support Amount in the Bank of New York Mellon Automated Deal Matching System, and liaise with the relevant Swap Provider and Determination Agent as appropriate to ensure that details are matched with those of the relevant Swap Provider; and (G) submit Final Terms to the Central Bank of Ireland Online Reporting System (ONR) website and to the Borsa Italiana website as per their requirements.

Issuing and Paying Agent. In addition The Issuer hereby confirms its continued appointment of Deutsche Bank Trust Company Americas, as Issuing and Paying Agent of the Issuer in respect to those duties that are more particularly detailed 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 Operating Manualapplicable 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 in relation to each relevant Class at all times be a bank or trust company organized under the laws of ETP Securities: (A) In relation to Form Dealing Orders only: (1) upon receipt of a Form Dealing Order from an Authorised Participant, perform the validation checks (as set out United States or any jurisdiction in the Operating Manual) in a timely manner in relation United States and authorized and empowered under such laws to fulfill and perform all the order; (2) liaise with the relevant Authorised Participant in a timely manner to confirm receipt duties and obligations of Form Dealing Orders and to confirm that such orders are valid; (3) once a Form Dealing Order is deemed valid, send matching dealing notices in a pre-agreed format to the relevant Swap Provider in a timely manner so that such Swap Provider can upsize or downsize (as applicable) the relevant Swap Transactions; (4) liaise with the relevant Swap Provider in a timely manner to confirm receipt of a dealing notice and to confirm that such notice has been accepted; (5) liaise with the relevant Authorised Participant to confirm that dealing notices in respect of Dealing Orders have been accepted by the relevant Swap Provider; (6) on the first Settlement Business Day following the relevant Subscription Trade Date, upon receipt of the pricing information in relation to the relevant Class of ETP Securities from the Determination Agent, communicate such pricing information to the relevant Authorised Participant; (7) on the first Settlement Business Day following the relevant Subscription Trade Date, once pricing has been confirmed, send Dealing Orders to the Registrar to issue or redeem the ETP Securities in CREST; (B) In relation to System Dealing Orders only: (1) In the event of a System Dealing Order being created and, as a result of a breakdown or other problem with the System, confirmation by the relevant Swap Provider via the System is not possible, in accordance with section 7.1(A)(3) the Issuing and Paying Agent will complete hereunder. The Issuing and send 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 relevant Swap Provider matching dealing notices, and the provisions of Clauses 7.1(A)(3)-(7) shall apply; (2) If a System Dealing Order is rejected by the Swap Provider, update the status of the System Dealing Order representations in the System and add narrative in the System to inform the Authorised Participant of the reason for the rejection; (3) If a System Dealing Order is neither accepted or rejected by the Swap Provider by 15:00 London time, cancel the System Dealing Order in the Systemthis Agreement. (C) liaise with the Registrar in a timely manner to confirm receipt of Dealing Orders and to provide settlement instructions in relation to such orders; (D) liaise with the Registrar and the relevant Authorised Participant, as applicable, in a timely manner to ensure matching trades are entered through CREST or through another Relevant Clearing System; (E) provide the required information to the Determination Agent so as to allow it to calculate any Credit Support Amount in accordance with the Determination Agency Agreement and any applicable Credit Support Document; (F) subject to confirmation by the Determination Agent of the Credit Support Amount, enter the Credit Support Amount in the Bank of New York Mellon Automated Deal Matching System, and liaise with the relevant Swap Provider and Determination Agent as appropriate to ensure that details are matched with those of the relevant Swap Provider; and (G) submit Final Terms to the Central Bank of Ireland Online Reporting System (ONR) website and to the Borsa Italiana website as per their requirements.

Issuing and Paying Agent. In addition The Issuer hereby confirms its appointment of Deutsche Bank Trust Company Americas, as Issuing and Paying Agent of the Issuer in respect to those duties that are more particularly detailed 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 Operating Manualapplicable 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 in relation to each relevant Class at all times be a bank or trust company organized under the laws of ETP Securities: (A) In relation to Form Dealing Orders only: (1) upon receipt of a Form Dealing Order from an Authorised Participant, perform the validation checks (as set out United States or any jurisdiction in the Operating Manual) in a timely manner in relation United States and authorized and empowered under such laws to fulfill and perform all the order; (2) liaise with the relevant Authorised Participant in a timely manner to confirm receipt duties and obligations of Form Dealing Orders and to confirm that such orders are valid; (3) once a Form Dealing Order is deemed valid, send matching dealing notices in a pre-agreed format to the relevant Swap Provider in a timely manner so that such Swap Provider can upsize or downsize (as applicable) the relevant Swap Transactions; (4) liaise with the relevant Swap Provider in a timely manner to confirm receipt of a dealing notice and to confirm that such notice has been accepted; (5) liaise with the relevant Authorised Participant to confirm that dealing notices in respect of Dealing Orders have been accepted by the relevant Swap Provider; (6) on the first Settlement Business Day following the relevant Subscription Trade Date, upon receipt of the pricing information in relation to the relevant Class of ETP Securities from the Determination Agent, communicate such pricing information to the relevant Authorised Participant; (7) on the first Settlement Business Day following the relevant Subscription Trade Date, once pricing has been confirmed, send Dealing Orders to the Registrar to issue or redeem the ETP Securities in CREST; (B) In relation to System Dealing Orders only: (1) In the event of a System Dealing Order being created and, as a result of a breakdown or other problem with the System, confirmation by the relevant Swap Provider via the System is not possible, in accordance with section 7.1(A)(3) the Issuing and Paying Agent will complete hereunder. The Issuing and send 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 relevant Swap Provider matching dealing notices, and the provisions of Clauses 7.1(A)(3)-(7) shall apply; (2) If a System Dealing Order is rejected by the Swap Provider, update the status of the System Dealing Order representations in the System and add narrative in the System to inform the Authorised Participant of the reason for the rejection; (3) If a System Dealing Order is neither accepted or rejected by the Swap Provider by 15:00 London time, cancel the System Dealing Order in the Systemthis Agreement. (C) liaise with the Registrar in a timely manner to confirm receipt of Dealing Orders and to provide settlement instructions in relation to such orders; (D) liaise with the Registrar and the relevant Authorised Participant, as applicable, in a timely manner to ensure matching trades are entered through CREST or through another Relevant Clearing System; (E) provide the required information to the Determination Agent so as to allow it to calculate any Credit Support Amount in accordance with the Determination Agency Agreement and any applicable Credit Support Document; (F) subject to confirmation by the Determination Agent of the Credit Support Amount, enter the Credit Support Amount in the Bank of New York Mellon Automated Deal Matching System, and liaise with the relevant Swap Provider and Determination Agent as appropriate to ensure that details are matched with those of the relevant Swap Provider; and (G) submit Final Terms to the Central Bank of Ireland Online Reporting System (ONR) website and to the Borsa Italiana website as per their requirements.