Common use of Agreed Procedures Clause in Contracts

Agreed Procedures. The Tax Certification Agent shall collect certain Spanish tax information with respect to Beneficial Owners of the Notes pursuant to and in accordance with, and shall otherwise perform, the procedures to be performed by it and set forth in this Agreement (including Exhibit A hereto). In addition, the Tax Certification Agent agrees with the Issuer and the Guarantor that it will perform the following additional services: (a) supply the Tax Department of the Issuer or Guarantor with computer readable files (in Form 198 format) containing the data submitted by clearing system participants pursuant to Exhibit A. These Form 198 data files shall be submitted by the Tax Certification Agent to the Issuer or Guarantor in advance of, or on a time parity with, the disbursement of each interest payment and on such other dates and times as may be requested by the Issuer’s tax specialists; (b) maintain duplicate back-up copies of all paper and electronic materials received by it in its capacity as the Tax Certification Agent under this Agreement. Duplicate copies shall be retained by the Tax Certification Agent in its New York and London offices until the earlier of five years after the final maturity date of the relevant Notes (in relation to which such materials have arisen) or (i) in the case of the Notes, 20 June 2041 or (ii) in the case of any Additional Securities, the date agreed between the Issuer and the Tax Certification Agent as the “Clause 6.1(b) and (c) Back Up Date”; (c) maintain back-up copies of all written and electronic materials submitted by it to the Issuer or to the Guarantor. Duplicate copies shall be retained by the Tax Certification Agent in its London and New York offices until the earlier of five years after the final maturity date of the relevant Notes (in relation to which such materials have arisen) or (i) in the case of the Notes, 20 June 2041 or (ii) in the case of any Additional Securities, the date agreed between the Issuer and the Tax Certification Agent as the “Clause 6.1(b) and (c) Back Up Date”; and (d) with respect to the Notes, the Tax Certification Agent shall provide the Guarantor and its tax and legal counsel, and holders of the Notes, with all reasonable support, explanations and back-up as they may require with respect to procedures set out in Exhibit A and compliance with Additional Provision Two of Spanish Law 13/1985, of 25 May, as promulgated by Law 19/2003, of 4 July, as well as Royal Decree 1778/2004, of 30 July, and related implementing regulations. Such support shall be provided by the Tax Certification Agent until (i) in the case of the Notes, 10 January 2037 or (ii) in the case of any Additional Securities, the date agreed between the Issuer and the Tax Certification Agent as the “Clause 6.1(d) Back Up Date”.

Agreed Procedures. The Tax Certification Agent shall collect certain Spanish tax information with respect to Beneficial Owners owners of a beneficial interest in the Notes (each, a Beneficial Owner) pursuant to and in accordance with, and shall otherwise perform, the procedures Procedures to be performed by it and set forth in this Agreement (including Exhibit A heretounder the Annexes to the relevant Letter of Appointment). In addition, the Tax Certification Agent agrees with the Issuer and the Guarantor that it will perform the following additional services: (a) supply the Tax Department of the Issuer or Guarantor with all appropriate computer readable files (in Form 198 format) containing the data submitted by clearing system participants pursuant to Exhibit A. the Annexes to the relevant Letter of Appointment. These Form 198 computer readable data files shall will be submitted by the Tax Certification Agent to the Issuer or Guarantor in advance of, or on a time parity with, the disbursement of each interest payment and on such other dates and times as may be requested by the Issuer’s its tax specialists, but no more often than once per Interest Payment Date; (b) maintain duplicate back-up copies in both New York and London of all paper and electronic materials received by it in its capacity as the Tax Certification Agent under this Agreement. Duplicate All such copies shall will be retained by the Tax Certification Agent in its New York and London offices until the earlier later of five years after the date hereof and five years following the final maturity date of the relevant Notes (in relation to which such materials have arisen) or (i) in the case redemption of the Notes, 20 June 2041 or (ii) provided however that in the case of any Additional Securities, the date agreed between event that the Issuer and or the Tax Certification Agent as Guarantor notifies Acupay in writing that it is the “Clause 6.1(b) and (c) Back Up Date”subject of a tax audit, Acupay shall maintain such duplicate back-up copies until the relevant statute of limitations applicable to any tax year subject to audit expires; (c) maintain back-up copies in both New York and London of all written and electronic materials submitted by it to the Issuer or to the Guarantor. Duplicate All such copies shall will be retained by the Tax Certification Agent in its London and New York offices until the earlier later of five years after the date hereof and five years following the final maturity date of the relevant Notes (in relation to which such materials have arisen) or (i) in the case redemption of the Notes, 20 June 2041 or (ii) provided however that in the case of any Additional Securities, the date agreed between event that the Issuer and or the Tax Certification Agent as Guarantor notifies Acupay in writing that it is the “Clause 6.1(b) and (c) Back Up Date”subject of a tax audit, Acupay shall maintain such duplicate back-up copies until the relevant statute of limitations applicable to any tax year subject to audit expires; and (d) with respect to the Notes, the Tax Certification Agent shall will provide the Guarantor and its tax and legal counsel, and holders of the Notes, with all reasonable support, explanations and “back-up up” as they may require with respect to procedures Procedures set out in Exhibit A the Annexes to the relevant Letter of Appointment and compliance with Additional Provision Two of Spanish Law 13/1985, of 25 May, 13/1985 (as promulgated amended by Law Laws 19/2003, of 4 July23/2005 and 4/2008), as well as Royal Decree 1778/20041065/2007 and Section 59.s) of the Corporate Income Tax Regulation approved by Royal Decree 1777/2004 of July 30, of 30 July, and related implementing regulations2004. Such support shall will be provided by the Tax Certification Agent with respect to the Notes until (i) in the case January 31st of the Notes, 10 January 2037 or (ii) in year following that on which the case of any Additional Securities, the date agreed between the Issuer and the Tax Certification Agent as the “Clause 6.1(d) Back Up Date”last Note ceases to be outstanding.