Common use of TRUSTEE AND PAYING AGENTS Clause in Contracts

TRUSTEE AND PAYING AGENTS. Under the Trust Deed, the Trustee is entitled to be indemnified and relieved from responsibility in certain circumstances and to be paid its costs and expenses in priority to the claims of the Noteholders. In addition, the Trustee is entitled to enter into business transactions with the Issuer and any entity relating to the Issuer without accounting for any profit. In connection with the exercise by the Trustee of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 (Taxation) and/or any undertaking given in addition to, or in substitution for, Condition 7 (Taxation) pursuant to the Trust Deed. In acting under the Agency Agreement and in connection with the Notes and the Coupons, the Paying Agents act solely as agents of the Issuer and the Guarantors and (to the extent provided therein) the Trustee and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders or Couponholders. The initial Paying Agents and their initial Specified Offices are listed below. The Issuer and the Guarantors reserve the right (with the prior approval of the Trustee) at any time to vary or terminate the appointment of any Paying Agent and to appoint a successor principal paying agent and additional or successor paying agents; provided, however, that the Issuer and the Guarantors shall at all times maintain (a) a principal paying agent, (b) a paying agent in Luxembourg and (c) a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to the EU Savings Directive. Notice of any termination or appointment and of any change in the specified offices of the Paying Agents will be given to the Noteholders in accordance with Condition 15 (Notices).

TRUSTEE AND PAYING AGENTS. Under the Trust Deed, the Trustee is entitled to be indemnified and relieved from responsibility in certain circumstances and to be paid its costs and expenses in priority to the claims of the NoteholdersBondholders. In addition, the Trustee is entitled to enter into business transactions with the Issuer and any entity relating to the Issuer without accounting for any profit. In connection with the exercise by the Trustee of any of its trusts, powers, authorities powers and discretions (including, without limitation, any modification, waiver, authorisation, determination or substitution)under these Conditions and the Trust Deed, the Trustee shall will have regard to the general interests of the Noteholders Bondholders as a class but shall and will not have regard to be responsible for any interests arising from circumstances particular to individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise consequence for individual Noteholders holders of Bonds or Couponholders (whatever their number) resulting from their Coupons as a result of such holders being for connected in any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any way with a particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 (Taxation) and/or any undertaking given in addition to, or in substitution for, Condition 7 (Taxation) pursuant to the Trust Deedtaxing jurisdiction. In acting under the Agency Agreement and in connection with the Notes Bonds and the Coupons, the Paying Agents act solely as agents of the Issuer and the Guarantors and (to the extent provided therein) the Trustee and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders Bondholders or Couponholders. The initial Paying Agents and their initial Specified Offices are listed below. The Issuer and the Guarantors reserve reserves the right (with the prior approval of the Trustee) at any time to vary or terminate the appointment of any Paying Agent and to appoint a successor principal paying agent and additional or successor paying agents; provided, however, that the Issuer and the Guarantors shall at all times maintain (a) a principal paying agent, (b) a paying agent in Luxembourg and (c) a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to the EU Savings DirectiveHong Kong. Notice of any termination or appointment and of any change in the specified offices any of the Paying Agents will or in their Specified Offices shall promptly be given to the Noteholders in accordance with Condition 15 (Notices)Bondholders.