Common use of APPOINTMENT OF AGENT AND PAYING AGENTS Clause in Contracts

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) The Agent is hereby appointed in a several capacity as agent of each of the Issuers, to act as issuing and principal paying agent, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible Note; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the Permanent Global Notes and, in respect of any such exchange (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global Notes; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (g) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the relevant Stock Exchanges; (h) ensuring that all necessary action is taken to comply with the periodic reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority of any relevant currency with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating to the certificates of non-U.S. beneficial ownership of Bearer Notes; (j) upon certification by the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Date; and (k) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the Issuers, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) In relation to each issue of Eurosystem-eligible Notes, each relevant Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, each such Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) The Agent is hereby xxxxxx appointed in a several capacity as agent of each of the Issuers, to act as issuing and principal paying agent, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible Note; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the Permanent Global Notes and, in respect of any such exchange (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global Notes; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (g) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the relevant Stock Exchanges; (h) ensuring that all necessary action is taken to comply with the periodic reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority of any relevant currency with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating to the certificates of non-U.S. beneficial ownership of Bearer Notes; (j) upon certification by the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Date; and (k) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) Each Paying Agent is hereby xxxxxx appointed in a several capacity as paying agent of each of the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the Issuers, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) In relation to each issue of Eurosystem-eligible Notes, each relevant Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, each such Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) The Agent is hereby appointed in a several capacity as agent of each of the Issuers, to act as issuing and principal paying agent, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible New Global Note; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the Permanent Global Notes and, in respect of any such exchange (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global Notes; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes Notes, Receipts and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (g) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the relevant Stock Exchanges; (h) ensuring that all necessary action is taken to comply with the periodic reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority of any relevant currency with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating to the certificates of non-U.S. beneficial ownership of Bearer the Notes; (j) upon certification by the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Date; and; (k) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2l) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs Subclauses (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (32) Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the Issuers, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (43) In relation to each issue of Eurosystem-eligible New Global Notes, each relevant Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, each such Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (54) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity as agent of each of appointed, and the Issuers, Agent hereby agrees to act as issuing and principal paying agent, agent of the Issuer and the Guarantor upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NoteEurosystemeligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche; (h) arranging on behalf of the relevant Issuer or, as the case may be, the Guarantor, for notices to be communicated to the Noteholders and the relevant Stock ExchangesNoteholders; (hi) ensuring that all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ij) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to the relevant authority or authorities such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require; (jk) upon certification by acting as Calculation Agent in respect of Notes where named as such in the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Daterelevant Final Terms; and (kl) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, Issuer and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersGuarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The obligations of the Paying Agents under this Agreement shall be several and not joint. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear and/or Clearstream, Luxembourg as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity as agent of each of xxxxxx appointed, and the Issuers, Agent xxxxxx agrees to act as issuing and principal paying agent, agent of the Issuer and the Guarantor upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-Eurosystem- eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes exchanging Talons for Coupons in accordance with the Conditions; (g) arranging on behalf of the relevant Issuer or, as the case may be, the Guarantor, for notices to be communicated to the Noteholders and the relevant Stock ExchangesNoteholders; (h) ensuring that all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to the relevant authority or authorities such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require; (j) upon certification by acting as Calculation Agent in respect of Notes where named as such in the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Daterelevant Final Terms; and (k) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, Issuer and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersGuarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The obligations of the Paying Agents under this Agreement shall be several and not joint. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear and/or Clearstream, Luxembourg as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) The Agent is hereby appointed in a several capacity as agent of each of the Issuers, to act as issuing and principal paying agent, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible Note; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the Permanent Global Notes and, in respect of any such exchange (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global Notes; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (g) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the relevant Stock Exchanges; (h) ensuring that all necessary action is taken to comply with the periodic reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority of any relevant currency with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating to the certificates of non-U.S. beneficial ownership of Bearer Notes; (j) upon certification by the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Date; and (k) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the Issuers, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) In relation to each issue of Eurosystem-eligible Notes, each relevant Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, each such Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) The Agent is hereby appointed in a several capacity as agent of each of the Issuers, to act as issuing and principal paying agent, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible Note; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the Permanent Global Notes and, in respect of any such exchange (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global Notes; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes Notes, Receipts and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (g) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the relevant Stock Exchanges; (h) ensuring that all necessary action is taken to comply with the periodic reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority of any relevant currency with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating to the certificates of non-U.S. beneficial ownership of Bearer Notes; (j) upon certification by the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Date; and; (k) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2l) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs Subclauses (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (32) Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the Issuers, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (43) In relation to each issue of Eurosystem-eligible Notes, each relevant Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, each such Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (54) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity xxxxxx appointed, and the Agent xxxxxx agrees to act, as agent of each the Issuer (and, for the purposes of subclause 2.3 below, the Issuers, to act as issuing and principal paying agent, Trustee,) upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or and/or Definitive Bearer Notes, as the case may be, in accordance with the terms of the such Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the distribution compliance period applicable to each Tranche in accordance with Clause 4; (h) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and in accordance with the relevant Stock ExchangesConditions; (hi) ensuring that that, as directed by the Issuer, all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ij) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to the relevant Stock Exchange such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relates to Notes which are to be listed as it may reasonably require; (jk) upon certification by acting as Calculation Agent in respect of Notes where named as such in the participating Dealer or Dealers relevant Final Terms; (l) sending a copy of each Final Terms to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completedother Paying Agents, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Dateif appropriate; and (km) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each the Issuer (and, for the purposes of subclause 2.4 below, the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersTrustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or any condition, event or act which with the giving of notice and/or the lapse of time and/or the issue of a certificate as provided in Condition 8.1 would constitute an Event of Default shall have occurred or the Notes shall have become repayable and shall not have been repaid, the Trustee may: (5a) Where by notice in writing to the Issuer, the Agent delivers any authenticated Global Note and the other Paying Agents require the Agent and the other Paying Agents pursuant to a common safekeeper for effectuation using electronic means, it is authorised this Agreement: (i) to act thereafter as Agent and instructed other Paying Agents respectively of the Trustee in relation to destroy payments to be made by or on behalf of the Global Note retained by it following its receipt Trustee under the provisions of confirmation from the common safekeeper Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification of the Paying Agents shall be limited to the amounts for the time being held by the Trustee on the terms of the Trust Deed relating to the relevant Global Note has been effectuatedNotes and Coupons) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons in each case held by them in their capacity as Agent or, as the case may be, other Paying Agents to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Agent or the relevant other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the Issuer require the Issuer to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity appointed, and the Agent hereby agrees to act, as agent of each of the Issuers, to act as issuing and principal paying agentIssuer, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the such Temporary Global Notes and, in respect of any such exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange Notes; (ie) making all notations paying sums due on Permanent Global Notes which are CGNs as required by their terms and (ii) Definitive Notes, and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global Notes; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the restricted period applicable to each Tranche; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (gi) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the relevant Stock ExchangesNoteholders; (hj) preparing and sending monthly reports to the Bank of England and the Ministry of Finance of Japan and ensuring that that, as directed by the Issuer, all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ik) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to the relevant Stock Exchange such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relates to Notes which are to be listed as it may reasonably require; (jl) upon receipt of certification by required pursuant to United States Treasury Regulation 1.163-5(c)(2)(i)(D)(3) and the participating Dealer or Dealers prompt onward delivery to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange DateIssuer; and (km) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersIssuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes Notes, Receipts and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The Notes (5including all Temporary Global Notes, Permanent Global Notes and Definitive Notes and any Receipts, Coupons and Talons) Where will bear the Agent delivers following legend: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the Internal Revenue Code.” The sections referred to in this legend provide that, with exceptions, a United States person will not be permitted to deduct any authenticated Global Note loss, and will not be eligible for capital gain treatment with respect to a common safekeeper for effectuation using electronic meansany gain realized on the sale, exchange or redemption of that Note. The following legend will appear on all Notes that have maturity (at issue) of 183 days or less: “By accepting this obligation, the holder represents and warrants that it is authorised not a United States person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and instructed to destroy regulations thereunder) and that it is not acting for or on behalf of a United States person (other than an exempt recipient described in section 6049(b)(4) of the Global Note retained by it following its receipt of confirmation from Internal Revenue Code and the common safekeeper that the relevant Global Note has been effectuatedregulations thereunder).”

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity as agent of each of xxxxxx appointed, and the Issuers, Agent xxxxxx agrees to act as issuing and principal paying agent, agent of the Issuer and the Guarantor upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-Eurosystem- eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche; (h) arranging on behalf of the relevant Issuer or, as the case may be, the Guarantor, for notices to be communicated to the Noteholders and the relevant Stock ExchangesNoteholders; (hi) ensuring that all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ij) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to the relevant authority or authorities such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require; (jk) upon certification by acting as Calculation Agent in respect of Notes where named as such in the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Daterelevant Final Terms; and (kl) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, Issuer and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersGuarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The obligations of the Paying Agents under this Agreement shall be several and not joint. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear and/or Clearstream, Luxembourg as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity xxxxxx appointed, and the Agent xxxxxx agrees to act, as agent of each of the Issuers, to act as issuing and principal paying agentIssuer, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-Eurosystem- eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the such Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) arranging on behalf of the Issuer for notices to be communicated to the Noteholders; (h) ensuring that, as directed by the Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (i) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require (for the avoidance of doubt, Exempt Notes may not be listed on the London Stock Exchange’s main market); (j) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; (k) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (g) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the relevant Stock Exchanges; (h) ensuring that all necessary action is taken to comply with the periodic reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority of any relevant currency with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating to the certificates of non-U.S. beneficial ownership of Bearer Notes; (j) upon certification by the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Date; and (kl) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby xxxxxx appointed in a several capacity as paying agent of each of the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersIssuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity appointed, and the Agent hereby agrees to act, as agent of each the Issuer and the Parent (and, for the purposes only of subclause 2.4 below, the Issuers, to act as issuing and principal paying agentTrustee), upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-Eurosystem- eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the such Temporary Global Notes and, in respect repect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period (as defined in Regulation S under the Securities Act) applicable to each Tranche; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (gi) arranging on behalf of the relevant Issuer and the Parent for notices to be communicated to the Noteholders and in accordance with the relevant Stock ExchangesConditions; (hj) ensuring that that, as directed by the Issuer, all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ik) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to (or arranging for the submission to) any applicable Stock Exchange and/or relevant authority or authorities such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relate to Notes which are to be listed, as any applicable Stock Exchange and/or relevant authority or authorities may reasonably require; (jl) upon certification by the participating Dealer or Dealers to the acting as Calculation Agent that the distribution with in respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or where named as such other applicable clearing agency in the applicable Exchange DateFinal Terms; and (km) performing all other obligations and duties imposed upon it by the Conditions Conditions, this Agreement and this Agreementthe Procedures Memorandum. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each the Issuer and the Parent (and, for the purposes only of subclause 2.4 below, the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersTrustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue issues and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or a Potential Event of Default shall have occurred, the Trustee may: (5a) Where by notice in writing to the Issuer and the Parent, the Agent delivers any authenticated Global Note and the other Paying Agent(s) require the Agent and the other Paying Agent(s) pursuant to a common safekeeper for effectuation using electronic means, it is authorised this Agreement: (i) to act thereafter as Agent and instructed other Paying Agent(s) respectively of the Trustee in relation to destroy payments to be made by or on behalf of the Global Note retained by it following its receipt Trustee under the provisions of confirmation from the common safekeeper Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and all other out-of-pocket expenses of the Agent and the other Paying Agent(s) shall be limited to the amounts in respect of the Notes of the relevant Global Note has been effectuatedSeries for the time being held by the Trustee on the trusts of the Trust Deed) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons to the order of the Trustee; or (ii) to deliver up all such Notes, Coupons and Talons and all moneys, documents and records held by them in respect of such Notes, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Agent or the relative other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the Issuer and the Parent require them to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity as agent of each of appointed, and the Issuers, Agent hereby agrees to act as issuing and principal paying agent, agent of the Issuer and the Guarantor upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche; (h) arranging on behalf of the relevant Issuer or, as the case may be, the Guarantor, for notices to be communicated to the Noteholders and the relevant Stock ExchangesNoteholders; (hi) ensuring that all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ij) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to the relevant authority or authorities such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require; (jk) upon certification by acting as Calculation Agent in respect of Notes where named as such in the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Daterelevant Final Terms; and (kl) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, Issuer and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersGuarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The obligations of the Paying Agents under this Agreement shall be several and not joint. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear and/or Clearstream, Luxembourg as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity as agent of each of the Issuers, to act as issuing Issuers and principal paying agentthe Guarantor, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) 2.1.1 completing, authenticating and delivering Temporary Global Bearer Notes and Permanent Global Notes and authenticating (if required) authenticating and delivering Definitive Bearer Notes; (b) 2.1.2 giving effectuation instructions in respect of each Global Bearer Note which is a Eurosystem-eligible NoteNGN; (c) 2.1.3 exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the such Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Temporary Global Notes which are CGNs as required by their terms terms; and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Temporary Global Notes which are New Global NotesNGNs; (d) 2.1.4 exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms terms; and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) 2.1.5 paying sums due on Temporary Global Notes, Permanent Global Bearer Notes and Definitive Bearer Notes Notes, and Coupons and, in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) that connection, instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Bearer Notes which are New Global NotesNGNs; (f) 2.1.6 unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (g) 2.1.7 arranging on behalf of the relevant Issuer Issuers and the Guarantor for notices to be communicated to the Noteholders Noteholders; 2.1.8 ensuring that, as directed by the Issuers and the relevant Stock Exchanges; (h) ensuring that Guarantor, all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear2.1.9 except in the case of Notes to be issued on a syndicated basis as described in Part 2 of Annex 1 of the Procedures Memorandum or where otherwise agreed between the Issuer and the relevant Dealer, Clearstream, Luxembourg and/or such other preparing the applicable clearing agency relating to the certificates Final Terms in respect of non-U.S. beneficial ownership each Tranche of Bearer Notes; 2.1.10 subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant Stock Exchange may require; 2.1.11 acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; 2.1.12 holding for the benefit of the relevant Noteholders and Couponholders (jif any) upon certification by the participating Dealer or Dealers each Guarantee delivered to the Agent that the distribution with respect in relation to a particular each Tranche of Bearer Notes has been completed, determining issued by NFI and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Dateby NHI; and (k) 2.1.13 performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, Issuers and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersGuarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) 2.3 The obligations of the Issuers, the Guarantor, the Agent and the Paying Agents hereunder are several and not joint. 2.4 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant Issuer hereby authorises and instructs the Agent to elect Euroclear Clearstream as common safekeeper. From time to time, each such the relevant Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg Clearstream to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where 2.5 A form of supplemental agency agreement to be entered into with respect to the Agent delivers any authenticated issuance of Notes represented by a Swiss Global Note is set out in Schedule 4 hereto. 2.6 In relation to each issue of Notes represented by a common safekeeper for effectuation using electronic meansSwiss Global Note, it is authorised the Issuers, the Guarantor and instructed the Paying Agents agree that, without prejudice to destroy any accrued rights and liabilities as at the Global Note retained by it following its receipt date of confirmation from each Supplemental Agency Agreement, the common safekeeper that Paying Agents (unless otherwise appointed under the relevant Global Supplemental Agency Agreement) shall, for the purpose of the issue of such Notes only, but not for other purposes, be released and discharged from their respective obligations under this Agreement (save that they shall remain entitled to the benefit of and subject to and bound by the provisions of Clauses 17 and 19 of this Agreement) but, for the avoidance of doubt, shall not be released and discharged from their obligations in respect of any other Notes issued under the Programme. 2.7 If Swiss Definitive Notes are to be issued, such Swiss Notes will be issued and delivered in accordance with a Supplemental Swiss Definitive Note has been effectuatedAgency Agreement.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity xxxxxx appointed, and the Agent xxxxxx agrees to act, as agent of each the Issuer and the Parent (and, for the purposes only of subclause 2.4 below, the Issuers, to act as issuing and principal paying agentTrustee), upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-Eurosystem- eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the such Temporary Global Notes and, in respect repect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period (as defined in Regulation S under the Securities Act) applicable to each Tranche; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (gi) arranging on behalf of the relevant Issuer and the Parent for notices to be communicated to the Noteholders and in accordance with the relevant Stock ExchangesConditions; (hj) ensuring that that, as directed by the Issuer, all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ik) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to (or arranging for the submission to) any applicable Stock Exchange and/or relevant authority or authorities such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relate to Notes which are to be listed, as any applicable Stock Exchange and/or relevant authority or authorities may reasonably require; (jl) upon certification by the participating Dealer or Dealers to the acting as Calculation Agent that the distribution with in respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or where named as such other applicable clearing agency in the applicable Exchange DateFinal Terms; and (km) performing all other obligations and duties imposed upon it by the Conditions Conditions, this Agreement and this Agreementthe Procedures Memorandum. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each the Issuer and the Parent (and, for the purposes only of subclause 2.4 below, the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersTrustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue issues and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or a Potential Event of Default shall have occurred, the Trustee may: (5a) Where by notice in writing to the Issuer and the Parent, the Agent delivers any authenticated Global Note and the other Paying Agent(s) require the Agent and the other Paying Agent(s) pursuant to a common safekeeper for effectuation using electronic means, it is authorised this Agreement: (i) to act thereafter as Agent and instructed other Paying Agent(s) respectively of the Trustee in relation to destroy payments to be made by or on behalf of the Global Note retained by it following its receipt Trustee under the provisions of confirmation from the common safekeeper Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and all other out-of-pocket expenses of the Agent and the other Paying Agent(s) shall be limited to the amounts in respect of the Notes of the relevant Global Note has been effectuatedSeries for the time being held by the Trustee on the trusts of the Trust Deed) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons to the order of the Trustee; or (ii) to deliver up all such Notes, Coupons and Talons and all moneys, documents and records held by them in respect of such Notes, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Agent or the relative other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the Issuer and the Parent require them to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity appointed, and the Agent hereby agrees to act as agent of each of Issuer and the Issuers, to act as issuing and principal paying agent, Guarantor upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the such Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and ClearstreamClearsystem, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes exchanging Talons for Coupons in accordance with the Conditions; (g) arranging on behalf of the relevant Issuer Issuers for notices to be communicated to the Noteholders and the relevant Stock ExchangesPiraeus Bank Noteholders Agent (in the case of an issue of Piraeus Bank Notes); (h) ensuring that that, as directed by the relevant Issuer, all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to the relevant authority or stock exchange such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relates to Notes which are to be listed as the relevant authority or stock exchange may reasonably require; (j) upon certification by acting as Calculation Agent in respect of Notes where named as such in the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Daterelevant Final Terms; and (k) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each Issuer and the Guarantor (in respect of the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersNotes issued by Piraeus PLC), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each the relevant Issuer hereby authorises and instructs the Agent to elect Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, each such the relevant Issuer and the Agent may agree to vary this election. Each such The relevant Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where 2.4 The obligations of the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised Paying Agents are several and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuatednot joint.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) The Agent is hereby hxxxxx appointed in a several capacity as agent of each of the Issuers, to act as issuing and principal paying agent, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible Note; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the Permanent Global Notes and, in respect of any such exchange (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global Notes; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global Notes; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (g) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and the relevant Stock Exchanges; (h) ensuring that all necessary action is taken to comply with the periodic reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority of any relevant currency with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating to the certificates of non-U.S. beneficial ownership of Bearer Notes; (j) upon certification by the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Date; and (k) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) Each Paying Agent is hereby hxxxxx appointed in a several capacity as paying agent of each of the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the Issuers, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) In relation to each issue of Eurosystem-eligible Notes, each relevant Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, each such Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity as agent of each of appointed, and the Issuers, Agent hereby agrees to act as issuing and principal paying agent, agent of the Issuer and the Guarantor upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NoteEurosystemeligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche; (h) arranging on behalf of the relevant Issuer or, as the case may be, the Guarantor, for notices to be communicated to the Noteholders and the relevant Stock ExchangesNoteholders; (hi) ensuring that all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ij) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to the relevant authority or authorities such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require; (jk) upon certification by acting as Calculation Agent in respect of Notes where named as such in the participating Dealer or Dealers to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completed, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Daterelevant Final Terms; and (kl) performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, Issuer and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersGuarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The obligations of the Paying Agents under this Agreement shall be several and not joint. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear and/or Clearstream, Luxembourg as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.determine

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby xxxxxx appointed in a several capacity as agent of each of the Issuers, to act as issuing Issuers and principal paying agentthe Guarantor, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) 2.1.1 completing, authenticating and delivering Temporary Global Bearer Notes and Permanent Global Notes and authenticating (if required) authenticating and delivering Definitive Bearer Notes; (b) 2.1.2 giving effectuation instructions in respect of each Global Bearer Note which is a Eurosystem-eligible NoteNGN; (c) 2.1.3 exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of the such Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Temporary Global Notes which are CGNs as required by their terms terms; and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Temporary Global Notes which are New Global NotesNGNs; (d) 2.1.4 exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms terms; and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) 2.1.5 paying sums due on Temporary Global Notes, Permanent Global Bearer Notes and Definitive Bearer Notes Notes, and Coupons and, in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) that connection, instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Bearer Notes which are New Global NotesNGNs; (f) 2.1.6 unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions; (g) 2.1.7 arranging on behalf of the relevant Issuer Issuers and the Guarantor for notices to be communicated to the Noteholders Noteholders; 2.1.8 ensuring that, as directed by the Issuers and the relevant Stock Exchanges; (h) ensuring that Guarantor, all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (i) receiving notice from Euroclear2.1.9 except in the case of Notes to be issued on a syndicated basis as described in Part 2 of Annex 1 of the Procedures Memorandum or where otherwise agreed between the relevant Issuer and the relevant Dealer, Clearstream, Luxembourg and/or such other preparing the applicable clearing agency relating to the certificates Final Terms in respect of non-U.S. beneficial ownership each Tranche of Bearer Notes; 2.1.10 subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant Stock Exchange may require; 2.1.11 acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; 2.1.12 holding for the benefit of the relevant Noteholders and Couponholders (jif any) upon certification by the participating Dealer or Dealers each Guarantee delivered to the Agent that the distribution with respect in relation to a particular each Tranche of Bearer Notes has been completedissued by NCC, determining by NFI and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Dateby NHI; and (k) 2.1.13 performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each of the Issuers, Issuers and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersGuarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (4) 2.3 The obligations of the Issuers, the Guarantor, the Agent and the Paying Agents hereunder are several and not joint. 2.4 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant Issuer hereby authorises and instructs the Agent to elect Euroclear Clearstream as common safekeeper. From time to time, each such the relevant Issuer and the Agent may agree to vary this election. Each such Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg Clearstream to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. (5) Where 2.5 A form of supplemental agency agreement to be entered into with respect to the Agent delivers any authenticated issuance of Notes represented by a Swiss Global Note is set out in Schedule 4 hereto. 2.6 In relation to each issue of Notes represented by a common safekeeper for effectuation using electronic meansSwiss Global Note, it is authorised the Issuers, the Guarantor and instructed the Paying Agents agree that, without prejudice to destroy any accrued rights and liabilities as at the Global Note retained by it following its receipt date of confirmation from each Supplemental Agency Agreement, the common safekeeper that Paying Agents (unless otherwise appointed under the relevant Global Supplemental Agency Agreement) shall, for the purpose of the issue of such Notes only, but not for other purposes, be released and discharged from their respective obligations under this Agreement (save that they shall remain entitled to the benefit of and subject to and bound by the provisions of Clauses 17 and 19 of this Agreement) but, for the avoidance of doubt, shall not be released and discharged from their obligations in respect of any other Notes issued under the Programme. 2.7 If Swiss Definitive Notes are to be issued, such Swiss Notes will be issued and delivered in accordance with a Supplemental Swiss Definitive Note has been effectuatedAgency Agreement.

APPOINTMENT OF AGENT AND PAYING AGENTS. (1) 2.1 The Agent is hereby appointed in a several capacity xxxxxx appointed, and the Agent xxxxxx agrees to act, as agent of each the Issuer (and, for the purposes of subclause 2.4 below, the Issuers, to act as issuing and principal paying agent, Trustee) upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and authenticating (if required) completing, authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NoteNGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or and/or Definitive Bearer Notes, as the case may be, in accordance with the terms of the such Temporary Global Notes and, in respect of any such exchange exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of the such Permanent Global Notes and, in respect of any such exchange exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are New Global NotesNGNs; (e) paying sums due on Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and Coupons in accordance with the terms of such Notes and (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are New Global NotesNGNs; (f) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes exchanging Talons for Coupons in accordance with the relevant Conditions; (g) determining the end of the distribution compliance period applicable to each Tranche in accordance with Clause 4; (h) arranging on behalf of the relevant Issuer for notices to be communicated to the Noteholders and in accordance with the relevant Stock ExchangesConditions; (hi) ensuring that that, as directed by the Issuer, all necessary action is taken to comply with the periodic any reporting and notification requirements of the Ministry of Finance of Japan (including any monthly reports or such other reports as may be required) and other applicable Japanese authorities, or any other competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ij) receiving notice from Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency relating subject to the certificates Procedures Memorandum, submitting to the relevant Stock Exchange such number of non-U.S. beneficial ownership copies of Bearer Noteseach Final Terms which relates to Notes which are to be listed as it may reasonably require; (jk) upon certification by acting as Calculation Agent in respect of Notes where named as such in the participating Dealer or Dealers relevant Final Terms; (l) sending a copy of each Final Terms to the Agent that the distribution with respect to a particular Tranche of Bearer Notes has been completedother Paying Agents, determining and certifying to Euroclear, Clearstream, Luxembourg or such other applicable clearing agency the applicable Exchange Dateif appropriate; and (km) performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. (2) Any of the duties and obligations of the Agent in its capacity of issuing and principal paying agent set forth in paragraphs (a), (b), (c), (d), (e), (f), (g), (h) and (i) of Subclause 2(1) may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent. (3) 2.2 Each Paying Agent is hereby appointed in a several capacity as paying agent of each the Issuer (and, for the purposes of subclause 2.4 below, the Issuers, and each Paying Agent agrees to act in a several capacity as paying agent of each of the IssuersTrustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. (4) 2.3 In relation to each issue of Eurosystem-eligible NotesNGNs, each relevant the Issuer hereby authorises and instructs the Agent to elect Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, each such the Issuer and the Agent may agree to vary this election. Each such The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 At any time after (5i) Where an Event of Default or (in the case of Senior Notes only) any condition, event or act which with the giving of notice and/or the lapse of time and/or the issue of a certificate as provided in Condition 9.1 of the Senior Notes would constitute an Event of Default or (ii) (in the case of Subordinated Notes only) an Event of Default as specified in Condition 13 of the Subordinated Notes shall have occurred or the Notes shall have become repayable and shall not have been repaid, the Trustee may: (a) by notice in writing to the Issuer (and, in the case of the Subordinated Notes only, to the Guarantor), the Agent delivers any authenticated Global Note and the other Paying Agents require the Agent and the other Paying Agents pursuant to a common safekeeper for effectuation using electronic means, it is authorised this Agreement: (i) to act thereafter as Agent and instructed other Paying Agents respectively of the Trustee in relation to destroy payments to be made by or on behalf of the Global Note retained by it following its receipt Trustee under the provisions of confirmation from the common safekeeper Trust Deed mutatis mutandis on the terms provided in this Agreement (with consequential amendments as necessary and save that the Trustee's liability under any provisions of this Agreement for the remuneration, indemnification and expenses of the Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the terms of the Trust Deed relating to the relevant Global Note has been effectuatedNotes and Coupons and available for those purposes) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons in each case held by them in their capacity as Agent or, as the case may be, other Paying Agents to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Agent or the relevant other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the Issuer (and, in the case of the Subordinated Notes only, to the Guarantor) require the Issuer (in the case of the Subordinated Notes only, failing whom, the Guarantor) to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent.