Common use of CONDITIONS OF APPOINTMENT Clause in Contracts

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.

CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by any instructionIssuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, without liability, if lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the instructions received are conflicting, unclear or equivocalrelevant Issuer and the Agent. 11.6 (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents do shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall not have any obligation towards them except that be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall Paying Agents need not be held for payment segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Noteholders Issuers to perform such obligations and duties, and shall be applied obliged to perform such duties and only such duties, as set forth are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the ConditionsProcedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent to perform the duties set out in Appendix F hereto becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any of its other fundsthe Agent. 11.7 Nothing herein shall be deemed to require any (4) The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The (5) Each of the Agent and the Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it expects will result in reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointIssuers. 11.10 The Agents, their affiliates (6) Any of the Agent and the Paying Agents and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents it, he or she would have it they if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Agents Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. 11.11 The (7) Each Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction or withholding is made person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in a timely manner accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the appropriate Authorities amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall promptly notify each relevant Agent upon determining or becoming aware be a person payments to whom are free from FATCA Withholding Tax at the time of such requirementAgent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. The Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer shall notify each will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent a minimum and any other Paying Agent of 5 Business Days any such loss of grandfathered status prior to the date on which any payment payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for which the purposes of receiving payments under this Agreement not a deduction or withholding is required “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the amount meaning of such deduction or U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent Issuers with all information required a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for such Agent to be able to make such paymentchapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 18.1 Each Paying Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; (b) that it shall not be liable to account to any Issuer for any interest on the money; and (c) monies held by it need not be segregated except as required by law. 18.2 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, the Agents do each Paying Agent shall act solely as an agent of each Issuer and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Receipts, Coupons or Talons. 18.3 Each Paying Agent undertakes to each Issuer to perform its duties, and shall not have be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 6 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any obligation towards them except of those documents against any Paying Agent, other than the duty to act honestly and in good faith. Each of the Paying Agents (other than the Agent) agrees that all funds held if any information that is required by the Fiscal Agent for payment of principal of or interest on to perform the Notes shall be held for payment duties set out in Schedule 6 becomes known to it, it will promptly provide such information to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsAgent. 11.7 Nothing herein shall be deemed to require any 18.4 The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 18.5 Each Paying Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from any Issuer or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointrelevant Issuer. 11.10 18.6 The AgentsPaying Agent is entitled to do nothing, their affiliates without liability, if conflicting, unclear or equivocal instructions are received. 18.7 Any Paying Agent and their respective officers its officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or they would have it they had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with any Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of any Issuer as freely as if the Agents hereunderPaying Agent were not appointed under this Agreement. 11.11 The 18.8 Each Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent as soon as reasonably practicable in writing if any of those persons ceases to procure that such deduction be authorised or withholding is made if any additional person becomes authorised together, in a timely manner the case of an additional authorised person, with evidence satisfactory to the appropriate Authorities Agent that the person has been authorised. 18.9 Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, each Issuer and each of the Paying Agents shall promptly notify each relevant Agent upon determining be entitled to treat the bearer of any Note, Receipt or becoming aware Coupon as the absolute owner of such requirementit (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 18.10 The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior Upon any increase being effected, all references in this Agreement to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities Programme shall be deemed to whom such amount should be paid. The references to the increased amount. 18.11 Each Issuer shall provide such Agent the Paying Agents with all sufficient information required for such so as to enable each Paying Agent to determine whether or not that Paying Agent is obliged, in respect of any payments to be able made by it hereunder, to make account for any FATCA Withholding. 18.12 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the European Union, the United States of America or , in each case, any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such paymentstate or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

CONDITIONS OF APPOINTMENT. 11.1 The Paying Agent shall (a) hold all sums receives from Issuer will pay to or the Agents a remuneration Guarantor, as applicable, in accordance with this Agreement and the Indenture for all services rendered hereunder by the Agents in connection with payment of principal of or any premium or interest on the Notes together with any expenses incurred in trust for the benefit of Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as separately agreed provided in a fee letter dated as at the date hereof and executed by the Agents this Agreement and the Issuer. 11.2 The Issuer will indemnify and hold harmless each Indenture; (b) give the Trustee notice of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred default by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer Guarantor or any other person for obligor upon the Notes in the making of any consequential loss payment of principal of or premium or interest on the Notes; and (being loss c) at any time during the continuance of businessany such default, goodwillupon the written request of the Trustee, opportunity or profit) even if advised forthwith pay to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability Trustee all sums held by it in trust for or payment in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent Notes. 11.2 No monies held by the proper party or parties in accordance with the provisions hereof, Paying Agent need be segregated except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from required by law. 11.3 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, the Agents do not assume any relationship Paying Agent, Transfer Agent and Registrar shall act solely as agent of agency and trust for the NoteholdersIssuer and, and save solely in respect of its obligations under clause 11.1 hereof, shall not have any obligation obligations towards them except that all funds held by or relationship of agency or trust with any of the Fiscal Agent for payment holders of principal of or interest on the Notes shall be held for payment to or the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsTrustee. 11.7 Nothing herein shall be deemed to require any 11.4 The Paying Agent, Transfer Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents Registrar shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no out in this Agreement. No implied duties or obligations shall be read into this Agreement against such document. The Paying Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the Agentsdate hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. No The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which it expects will either party expects, and has thus notified the Issuer and the Guarantor, in writing, shall result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations . 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and shall not be required to obtain any proof thereof or as to the identity of the Agents hereunder are several and not jointbearer or holder. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.

CONDITIONS OF APPOINTMENT. 11.1 The 23.1 Each Agent shall be entitled to deal with money paid to it by the Issuer will pay or the relevant Guarantor (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; (b) that it shall not be liable to account to the Agents a remuneration Issuer or the relevant Guarantor for all services rendered hereunder any interest on the money; and (c) that it shall not be required to segregate any money held by the Agents it except as required by law. 23.2 In acting under this Agreement and in connection with the Notes together Covered Bonds, each Agent shall act solely as an agent of the Issuer, the Guarantors (and, in the circumstances referred to in Clauses 2.7 and 2.8, the Bond Trustee) and will not assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by owners or holders of the Agents and the IssuerCovered Bonds, Receipts, Coupons or Talons. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 23.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable undertakes to the Issuer or any other person for any consequential loss and the Guarantors and, in the circumstances referred to in Clauses 2.7 and 2.8, the Bond Trustee to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (being loss of business, goodwill, opportunity or profit) even if advised to including Schedule 6 in the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each case of the Agents Principal Paying Agent) and the Terms and Conditions, and no implied duties or obligations shall be protected read into any of those documents against any Agent, other than the duty to act honestly and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine good faith and to have been delivered, signed or sent by exercise the proper party or parties diligence of a reasonably prudent agent in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agentscomparable circumstances. Each of the Agents shall be entitled (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to do refrain from acting under any instructionperform the duties set out in Schedule 6 becomes known to it, without liability, if it will promptly provide such information to the instructions received are conflicting, unclear or equivocalPrincipal Paying Agent. 11.6 In acting hereunder 23.4 The Principal Paying Agent and in connection with the NotesRegistrar may, at the Agents do not assume any relationship of agency and trust for the NoteholdersIssuer's expense, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 23.5 Each Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or any of the Guarantors or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such on written instructions from the Issuer or the relevant Guarantor. 23.6 Any Agent, the payment of which within a reasonable time is notits affiliated companies and its officers, in its opinion, assured to it. The obligations of the Agents hereunder are several directors and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Covered Bonds, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to or any Agent all documentation of the Guarantors and other information required by such Agent from time to time to comply may act on, or as depositary, trustee or agent for, any committee or body of holders of Covered Bonds or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise Guarantors as freely as if the Agent were not appointed under this Agreement. 23.7 The Issuer and the Guarantors shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to procure that such deduction be authorised or withholding is made if any additional person becomes authorised together, in a timely manner the case of an additional authorised person, with evidence satisfactory to the appropriate Authorities Principal Paying Agent and the Registrar that the person has been authorised. 23.8 Except as otherwise permitted in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, in the case of Bearer Covered Bonds, the Issuer, the Guarantors, the Bond Trustee and each of the Agents shall promptly notify each relevant Agent upon determining be entitled to treat the bearer of any Bearer Covered Bond, Receipt or becoming aware Coupon and the registered holder of such requirementany Registered Covered Bond as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 23.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior Upon any increase being effected, all references in this Agreement to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should Programme shall be paid. The Issuer shall provide such Agent with all information required for such Agent deemed to be able references to make such paymentthe increased amount.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 22.1 Each Paying Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from deal with money paid to it by the relevant Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and (b) that it shall not be liable to account to the relevant Issuer or the Guarantor for any interest on the money. 22.2 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Agents do relevant Issuer and the Guarantor (and, in the circumstances referred to in clause 2.5, the Trustee) and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. 22.3 Each Agent undertakes to the Issuers and the Guarantor to perform its duties, and shall not have be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 4 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any obligation towards them except of those documents against any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Agents (other than the Principal Paying Agent) agrees that all funds held if any information that is required by the Fiscal Principal Paying Agent for payment of principal of or interest on to perform the Notes shall be held for payment duties set out in Schedule 4 becomes known to it, it will promptly provide such information to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsPrincipal Paying Agent. 11.7 Nothing herein shall be deemed to require any 22.4 Each Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 22.5 Each Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuers or the Guarantor or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on Written Instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Issuers or the Agents hereunder are several and not jointGuarantor. 11.10 The Agents22.6 Any Agent and its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents it or he would have it they had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunderIssuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers or the Guarantor as freely as if the Agent were not appointed under this Agreement. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility 22.7 Each of the Issuer to determine whether Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a deduction or withholding is or will be required from any payment to be made in respect certified copy of the Notes or otherwise list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to procure that such deduction be authorised or withholding is made if any additional person becomes authorised together, in a timely manner the case of an additional authorised person, with evidence satisfactory to the appropriate Authorities Principal Paying Agent and the Registrar that the person has been authorised. 22.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuers, the Guarantor, the Trustee and each of the Agents shall promptly notify each relevant Agent upon determining be entitled to treat the bearer of any Bearer Note or becoming aware Coupon and the registered holder of such requirementany Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 22.9 The amount of the Programme may be increased by the Issuers and Guarantor in accordance with the procedure set out in the Programme Agreement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior Upon any increase being effected, all references in this Agreement to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should Programme shall be paid. The Issuer shall provide such Agent with all information required for such Agent deemed to be able references to make such paymentthe increased amount.

CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by any instructionIssuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, without liability, if lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the instructions received are conflicting, unclear or equivocalrelevant Issuer and the Agent. 11.6 (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents do shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, and shall not have any obligation towards them Receipts, Coupons or Talons, except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held Paying Agents for payment to the Noteholders and shall be held in trust, to be applied as set forth herein herein, but need not be segregated from other funds except as required by law; provided, however, that monies paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the Conditionsmanner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent to perform the duties set out in Appendix F hereto becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any of its other fundsthe Agent. 11.7 Nothing herein shall be deemed to require any (4) The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The (5) Each of the Agent and the Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it expects will result in reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointIssuers. 11.10 The Agents, their affiliates (6) Any of the Agent and the Paying Agents and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it, he or she would have it they if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Agents Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. 11.11 The (7) Each Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction or withholding is made person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in a timely manner accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should Programme shall be paid. The Issuer shall provide such Agent with all information required for such Agent deemed to be able references to make such paymentthe increased amount.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from 5.1 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Relevant Notes, the Agents do Calculation Agent shall act solely as an agent of the Issuer and the Guarantor and, in the circumstances described in subclause 5.2, the Trustee and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 11 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer, the Guarantor and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Trustee 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 payment of out-of-pocket expenses of the Calculation Agent shall not have any obligation towards them except that all funds be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Trustee on the trusts of the Trust Deed in respect of the Notes shall be held of the relevant Series and available for payment the purpose) and thereafter to the Noteholders hold all documents and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds records held by it hereunder from any in respect of its other funds.Notes and Coupons on behalf of the Trustee; or 11.7 Nothing herein (b) to deliver up all documents and records held by it in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to require apply to any documents or records which the Calculation Agent is obliged not to advance its own funds in the performance of its duties hereunderrelease by any law or regulation. 11.8 5.3 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstances. 5.4 The Agents Calculation Agent may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 5.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer, the Guarantor or the Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agenton Written Instructions from the Issuer, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Guarantor or the Agents hereunder are several and not jointTrustee. 11.10 5.6 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that the Agents it or he would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to or the Guarantor and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with Guarantor as freely as if the Calculation Agent were not appointed under this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgreement.

CONDITIONS OF APPOINTMENT. 11.1 11.1. The Issuer will pay to Paying Agent shall (a) hold all sums received by it in accordance with this Agreement and the Agents a remuneration Indenture for all services rendered hereunder by the Agents in connection with payment of principal of or any premium or interest on the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which (whether such sums have been paid to it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or by any claim, action other obligor on the Notes) for the benefit of the holders of the Notes or demand which may of the Trustee until such sums shall be made against paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture; (b) give the Trustee notice of any default by the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for obligor upon the Notes) in the making of any consequential loss payment of principal of or premium or interest on the Notes when the same shall be due and payable; and (being loss c) at any time during the continuance of businessany such default, goodwillupon the written request of the Trustee, opportunity or profit) even if advised forthwith pay to the possibility of such loss or damages. 11.4 The indemnities above shall survive Trustee all sums held by the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability Paying Agent in trust for or payment in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent Notes. 11.2. No monies held by the proper party or parties in accordance with the provisions hereof, Paying Agent need be segregated except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agentsrequired by law. 11.3. Each of the Agents shall be entitled to do refrain from In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, the Agents do not assume any relationship Paying Agent, Transfer Agent and Registrar shall act solely as agent of agency and trust for the NoteholdersIssuer and, and save solely in respect of its obligations under clause 11.1 hereof, shall not have any obligation obligations towards them except that all funds held by or relationship of agency or trust with any of the Fiscal Agent for payment holders of principal of or interest on the Notes shall be held for payment to or the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsTrustee. 11.7 Nothing herein shall be deemed to require any 11.4. The Paying Agent, Transfer Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents Registrar shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no out in this Agreement. No implied duties or obligations shall be read into this Agreement against such document. The Paying Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the Agentsdate hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. No The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which it expects any party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. 11.5. The obligations Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and shall not be required to obtain any proof thereof or as to the identity of the Agents hereunder are several and not jointbearer or holder. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.

CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Principal Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any instructionright of set-off, without liability, if lien or similar claim in respect thereof; and (b) as provided in sub-clause (2) below; and (c) that it shall not be liable to account to the instructions received are conflicting, unclear or equivocalIssuer for any interest thereon. 11.6 (2) In acting hereunder and in connection with the Notes, the Agents do Principal Agent, the Paying Agents, the Registrar and the Transfer Agent shall act solely as agents of the Issuer and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Receipts, Coupons or Talons. (3) The Principal Agent, the Paying Agents, the Registrar and the Transfer Agent hereby undertake to the Issuer to perform such obligations and duties, and shall not have any obligation towards them except that all funds held by be obliged to perform such duties and only such duties as are herein, in the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders Terms and shall be applied as set forth herein Conditions and in the Conditions. Except as otherwise required by applicable lawProcedures Memorandum specifically set forth and no implied duties or obligations shall be read into this Agreement or the Notes against the Principal Agent, no Agent will be required the Paying Agents, the Registrar and the Transfer Agent, other than the duty to segregate any funds held by it hereunder from any act honestly and in good faith and to exercise the diligence of its other fundsa reasonably prudent agent in comparable circumstances. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 (4) The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against (5) Each of the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Principal Agent, the payment Paying Agents, the Registrar and the Transfer Agent, shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which within a reasonable time is notit reasonably believes to be genuine and to have been delivered, in its opinion, assured to it. The obligations signed or sent by the proper party or parties or upon written instructions from the Issuer. (6) Any of the Agents hereunder are several and not joint. 11.10 The Principal Agent, Paying Agents, their affiliates Registrar and Transfer Agent and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest inin any Notes, any Notes Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if the Principal Agent or the relevant Paying Agent, Registrar or Transfer Agent, as the case may be, were not appointed hereunder, and may engage or be interested in any financial or other transactions with the Agents Issuer and may act on, or as depositary, safekeeper, trustee or agent for, any committee or body of Noteholders or Couponholders or in connection with any other obligations of the Issuer as freely as if the Principal Agent or the relevant Paying Agent, Registrar and Transfer Agent, as the case may be, were not appointed hereunder. 11.11 (7) The Issuer undertakes that: (a) it will shall provide to any Agent all documentation and other information required by such Agent from time to time to comply the Agents with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorized to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agents immediately in writing if any of such persons ceases to procure be so authorized or if any additional person becomes so authorized together, in the case of an additional authorized person, with evidence satisfactory to the Principal Agent that such deduction person has been so authorized, provided, however, that the Agents shall not incur any liability for any losses, claims or withholding is made in a timely manner damages resulting from the Issuer’s failure to provide such notification to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgents.

CONDITIONS OF APPOINTMENT. 11.1 (1) The Agent shall be entitled to deal with money paid to it by any Issuer will pay or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in sub-clause (2) below; and (c) that it shall not be liable to account to any Issuer or the Agents a remuneration Guarantor for all services rendered any interest thereon. (2) In acting hereunder by the Agents and in connection with the Notes together Notes, the Agent and the other Paying Agents shall act solely as agents of the Issuers and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by owners or holders of the Agents Notes, Receipts, Coupons or Talons. (3) The Agent and the Issuerother Paying Agents hereby undertake to the Issuers and the Guarantor to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein, in the Conditions and in the Procedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the other Paying Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 11.2 (4) The Issuer will indemnify Agent may consult with legal and hold harmless each of other professional advisers and the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part written opinion of such Agentadvisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents5) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agent and the other Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the any Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with or upon written instructions from the provisions hereof, except such as may result from its own gross negligence Issuer or wilful misconduct or that the Guarantor. (6) Any of its the Agent and the other Paying Agents and their officers, directors and employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any Issuer or the Agents Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of any Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. 11.11 The (7) Each Issuer undertakes that: (a) it will and the Guarantor shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentperson has been so authorised.

CONDITIONS OF APPOINTMENT. 11.1 19.1 The Issuer will pay Agent shall be entitled to the Agents a remuneration for all services rendered hereunder by the Agents in connection deal with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which money paid to it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any claimright of set-off, action lien or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent similar claim in respect thereof; (or such Agent’s officers, employees or agentsb) and arising out of or as provided in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent subclause 19.2 below; and (c) that it shall not be liable to account to the Issuer or any other person the Guarantor for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damagesinterest thereon. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 19.2 In acting hereunder and in connection with the Notes, the Agent and the other Paying Agents do shall act solely as agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. 19.3 The Agent and the other Paying Agents hereby undertake to the Issuer and the Guarantor to perform such obligations and duties, and shall not have any obligation towards them except that all funds held by be obliged to perform such duties and only such duties as are herein (including Schedule 8 in the Fiscal Agent for payment case of principal of or interest on the Notes shall be held for payment to Agent), in the Noteholders and shall be applied as set forth herein Conditions and in the ConditionsProcedures Memorandum specifically set forth and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the other Paying Agents. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent to perform the duties set out in Schedule 8 becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any of its other fundsthe Agent. 11.7 Nothing herein shall be deemed to require any 19.4 The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The 19.5 Each of the Agent and the other Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, Note, statement, cable, telex or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such Agent, sent by the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations proper party or parties or upon written instructions from the Issuer or the Guarantor. 19.6 Any of the Agent and the other Paying Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents it or they would have it they if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. 11.11 19.7 The Issuer undertakes that: (a) it will and the Guarantor shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction person has been so authorised. 19.8 Notwithstanding any provision of this Agreement to the contrary, the Agent shall not in any event be liable for indirect, punitive or withholding consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Agent has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in a timely manner negligence, for breach of contract or otherwise. 19.9 Notwithstanding anything to the appropriate Authorities contrary in the transaction documents, the Agent shall not be liable to any person for any matter or thing done or omitted in any way in connection with the transaction documents save in relation to its own wilful default, negligence, fraud or wilful misconduct, including that of its officers and employees. 19.10 The Agent shall promptly notify each relevant not be under any obligation to take (and the Agent upon determining shall be entitled to refrain from taking without liability) any action under this Agency Agreement (including without limitation, any legal action or becoming aware proceedings under or in connection with this Agency Agreement) or the other transaction documents which in its reasonable opinion may be illegal or contrary to any law or regulation applicable to it (including, without limitation, the laws of the United States of America or any jurisdiction forming part of it or England and Wales or Luxembourg) or any direction or regulation of any agency of any such requirementstate or jurisdiction. The Agent may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive, policy or regulation. In such event, the Agent shall, where legally permissible and reasonably practicable, take all reasonable steps to notify the Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentthat it has so refrained.

CONDITIONS OF APPOINTMENT. 11.1 19.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any instructionright of set-off, without liability, if lien or similar claim in respect thereof; (b) as provided in Clause 19.2; and (c) that it shall not be liable to account to the instructions received are conflicting, unclear or equivocalIssuer for any interest thereon. 11.6 19.2 In acting hereunder and in connection with the Notes, the Agent and the other Paying Agents do shall act solely as agents of the Issuer and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, and shall not have any obligation towards them Receipts, Coupons or Talons, except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held other Paying Agents for payment to the Noteholders Noteholders, Couponholders and Receiptholders shall be held by it, to be applied as set forth herein herein, but need not be segregated from other funds except as required by law. 19.3 The Agent and the other Paying Agents hereby undertake to the Issuer to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein, in the Conditions and in the Conditions. Except as otherwise required by applicable lawProcedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent will be required and the other Paying Agents, other than the duty to segregate any funds held by it hereunder from any act honestly and in good faith and to exercise the diligence of its other fundsa reasonably prudent agent in comparable circumstances. 11.7 Nothing herein shall be deemed to require any 19.4 The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory reasonably acceptable to them the Issuer and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The 19.5 Each of the Agent and the other Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such Agent, sent by the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations proper party or parties or upon written instructions from the Issuer. 19.6 Any of the Agent and the other Paying Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. 11.11 19.7 The Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentperson has been so authorised.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 18.1 Each Paying Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and (b) that it shall not be liable to account to the Issuer for any interest on the money. Money held by the Agent need not be segregated except as required by law. 18.2 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Agents do Issuer and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. 18.3 Each Paying Agent undertakes to the Issuer to perform its duties, and shall not have be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any obligation towards them except of those documents against any Paying Agent. Each of the Paying Agents (other than the Agent) agrees that all funds held if any information that is required by the Fiscal Agent for payment of principal of or interest on to perform the Notes shall be held for payment duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsAgent. 11.7 Nothing herein shall be deemed to require any 18.4 The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 18.5 Each Paying Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointIssuer. 11.10 The Agents18.6 Any Paying Agent and its officers, their directors, affiliates and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents they would have it they had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether as freely as if the Paying Agent were not appointed under this Agreement. 18.7 The Issuer shall provide the Agent with a deduction or withholding is or will be required from any payment to be made in respect certified copy of the Notes or otherwise list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to procure that such deduction be authorised or withholding is made if any additional person becomes authorised together, in a timely manner the case of an additional authorised person, with evidence satisfactory to the appropriate Authorities Agent that the person has been authorised. 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall promptly notify each relevant be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 18.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. 18.10 No Paying Agent upon determining shall be liable for consequential loss (being loss of business, goodwill, opportunity or becoming aware profit) of such requirement. any kind whatsoever. 18.11 The Issuer shall notify each relevant promptly inform the Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required issuance of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentVPS Notes.

CONDITIONS OF APPOINTMENT. 11.1 The 21.1 Each Agent shall be entitled to deal with money paid to it by the Issuer will pay or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of any monies payable to or by it under the terms of this Agreement; (b) that it shall not be liable to account to the Agents a remuneration Issuer or the Guarantor for all services rendered hereunder any interest on the money; and (c) that no monies held by any Agent need be segregated except as may be required by applicable law. 21.2 Notwithstanding the Agents deposit of any Notes with an Agent or the Registrar, in acting under this Agreement and in connection with the Notes together Notes, each Agent shall act solely as an agent of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by owners or holders of the Agents and the IssuerNotes, Receipts, Coupons or Talons or any other third party. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 21.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable undertakes to the Issuer and the Guarantor to perform its duties, and shall be obliged to perform the duties and only the duties, specifically stated in this Agreement, the Conditions and the Procedures Memorandum, and no implied duties or obligations of any kind including without limitation duties or obligations of a fiduciary or equitable nature shall be read into any of those documents against any Agent, other person for than the duty to act honestly and in good faith and to exercise the diligence of a reasonable agent in comparable circumstances. 21.4 Each Paying Agent and the Registrar may consult on any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised legal matter in relation to the possibility Notes or this Agreement with any legal and other professional advisers selected by it after notifying the Issuer and the opinion of the advisers shall be full and complete protection, in respect of any action taken, omitted or suffered or to be taken under this agreement with respect to such matter in good faith and in accordance with the opinion of such loss or damageslegal adviser. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 21.5 Each of the Agents Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction instruction, request or communication order from the Issuer or the Guarantor or any document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties in accordance with on written instructions from the provisions hereof, except such as may result from its own gross negligence Issuer or wilful misconduct or that of the Guarantor. 21.6 Any Agent and its officers, directors and employees may become the owner of, and/or acquire any interest in, any Notes, Receipts, Coupons or agents. Talons with the same rights that they would have had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent were not appointed under this Agreement. 21.7 Each Agent shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transaction without regard to the interests of the Issuer or the Guarantor and notwithstanding that the same may be contrary or prejudicial to the interests of the Issuer or the Guarantor and shall not be responsible for any loss or damage occasioned to the Issuer or the Guarantor thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith. 21.8 Each of the Issuer and the Guarantor shall provide each Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the each Paying Agent and the Registrar immediately in writing if any of those persons ceases to be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the each Paying Agent and the Registrar that the person has been authorised. 21.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and the Guarantor and each of the Agents shall be entitled to do refrain from acting under treat the bearer of any instructionBearer Note, without liability, if Receipt or Coupon and the instructions received are conflicting, unclear registered holder of any Registered Note as the absolute owner of it for all purposes (whether or equivocalnot it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 11.6 In acting hereunder 21.10 The amount of the Programme may be increased by the Issuer and the Guarantor in connection accordance with the Notesprocedure set out in the Programme Agreement. Upon any increase being effected, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment references in this Agreement to the Noteholders and shall be applied as set forth herein and in amount of the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein Programme shall be deemed to require be references to the increased amount. 21.11 If any Agent agrees to advance extend credit to the Issuer or the Guarantor it will do so on its own funds in the performance of its duties hereunderusual terms as to interest and other charges, unless other terms have been agreed. 11.8 The Agents may consult with legal 21.12 Each Agent is entitled to treat a telephone, facsimile or e-mail communication from a person purporting to be (and other professional advisers selected whom the relevant Agent believes in good faith to be) the authorised representative of the Issuer or the Guarantor, as sufficient instructions and satisfactory authority of the Issuer or the Guarantor for the relevant Agent to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisersact. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. 21.13 No Agent shall be under any obligation to take any action hereunder under this Agreement which it expects will result in any expense or liability of such Agentaccruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility 21.14 Upon prior written consent of the Issuer to determine whether a deduction or withholding is the Guarantor, which consent shall not be unreasonably withheld, the Agents may delegate any of its responsibilities or will be required from any payment to be made in respect of the Notes or otherwise in connection with duties under this Agreement to one or more agents and to procure that such deduction will not be liable for the negligence or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware misconduct of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent agent selected by it with all information required for such Agent to be able to make such paymentreasonable care.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from 5.1 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Relevant Issuer Notes, the Agents do Calculation Agent shall act solely as an agent of the Master Issuer, and, in the circumstances described in sub clause 5.2, the Note Trustee and will not assume any obligations towards or relationship of agency and or trust for or with any of the owners or holders of the Relevant Issuer Notes. 5.2 At any time after an Issuer Event of Default or Potential Issuer Event of Default shall have occurred and is continuing or the Note Trustee shall have received any money from the Master Issuer which it proposes to pay under the Issuer Trust Deed to the relevant Noteholders, the Note Trustee may: (a) by notice in writing to the Master Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent of the Note Trustee in relation to payments of such moneys to be made by or on behalf of the Note Trustee under the terms of these presents mutatis mutandis on the terms provided in this Agreement (save that the Note Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent shall not have any obligation towards them except that all funds be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Note Trustee on the Notes shall be held for payment trusts of these presents relating to the Noteholders Issuer Notes of the relevant Series and shall be applied as set forth herein available for the purpose) and in the Conditions. Except as otherwise required by applicable lawthereafter to hold all Issuer Notes and all sums, no Agent will be required to segregate any funds documents and records held by it hereunder in respect of Issuer Notes on behalf of the Note Trustee; or (b) by notice in writing to the Master Issuer require it to make all subsequent payments in respect of the Issuer Notes to or to the order of the Note Trustee and not to the Principal Paying Agent and with effect from the issue of any of its other fundssuch notice to the Master Issuer and the Group Guarantors. 11.7 Nothing herein 5.3 In relation to each issue of Relevant Issuer Notes, the Calculation Agent shall be deemed obliged to require any Agent perform the duties and only the duties specifically stated in this Agreement and the Issuer Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, other than the duty to advance its own funds act honestly and in good faith and to exercise the performance diligence of its duties hereundera reasonably prudent expert in comparable circumstances. 11.8 5.4 The Agents Calculation Agent may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 5.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Master Issuer or the Note Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Issuer or the Agents hereunder are several and not jointNote Trustee. 11.10 5.6 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Issuer Notes (if any) with the same rights that the Agents it or he would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Master Issuer undertakes that: (a) it will provide to and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days committee or body of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility holders of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with any other obligations of the Master Issuer as freely as if the Calculation Agent were not appointed under this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgreement.

CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by an Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any instructionright of set-off, without liability, if lien or similar claim in respect thereof; and (b) as provided in sub-clause (2) below; and (c) that it shall not be liable to account to the instructions received are conflicting, unclear or equivocalrelevant Issuer for any interest thereon. 11.6 (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents do shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Receipts, Coupons or Talons. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall not have any obligation towards them except that all funds held by be obliged to perform such duties and only such duties as are herein, in the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders Terms and shall be applied as set forth herein Conditions and in the Conditions. Except as otherwise required by applicable lawProcedures Memorandum specifically set forth and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents, no Agent will be required other than the duty to segregate any funds held by it hereunder from any of its other fundsact honestly and in good faith. 11.7 Nothing herein shall be deemed to require any (4) The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The (5) Each of the Agent and the Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the relevant Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such Agent, sent by the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations proper party or parties or upon written instructions from the relevant Issuer. (6) Any of the Agent and the Paying Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest inin any Notes, any Notes Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder, and may engage or be interested in any financial or other transactions with the Agents relevant Issuer and may act on, or as depositary, trustee or agent for, any committee or body of Noteholders or Couponholders or in connection with any other obligations of the relevant Issuer as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. 11.11 (7) The relevant Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorized to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to procure be so authorized or if any additional person becomes so authorized together, in the case of an additional authorized person, with evidence satisfactory to the Agent that such deduction person has been so authorized, provided, however, that the Agent shall not incur any liability for any losses, claims or withholding is made in a timely manner damages resulting from the relevant Issuer’s failure to provide such notification to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgent.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 5.1 In acting hereunder and in connection with the Relevant Notes, the Agents do Calculation Agent shall act solely as agent of the Issuer and, in the circumstances described in subclause 5.2, the Trustee and shall not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Notes or coupons (if any) appertaining thereto (the Coupons). 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Trustee 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 payment of out-of-pocket expenses of the Calculation Agent shall not have any obligation towards them except that all funds be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be held for payment deemed not to apply to any documents or records which the Noteholders and Calculation Agent is obliged not to release by any law or regulation. 5.3 In relation to each issue of Relevant Notes, the Calculation Agent shall be applied obliged to perform such duties and only such duties as set forth are herein and in the Conditions. Except as otherwise required by applicable lawConditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, no Agent will be required other than the duty to segregate any funds held by it hereunder from any act honestly and in good faith and to exercise the diligence of its other fundsa reasonably prudent agent in comparable circumstances. 11.7 Nothing herein shall be deemed to require any 5.4 The Calculation Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with reputable legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 5.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability for or in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such sent by the proper party or parties or upon written instructions from the Issuer or the Trustee. 5.6 The Calculation Agent, the payment and any of which within a reasonable time is notits officers, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers directors and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that the Agents they would have it they if the Calculation Agent were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (aif any) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of as freely as if the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Calculation Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentwere not appointed hereunder.

CONDITIONS OF APPOINTMENT. 11.1 24.1 The Issuer will pay to Fiscal Agent, the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof Registrar, each Paying Agent and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Transfer Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any instructionright of set-off, without liability, if lien or similar claim in respect thereof; (b) as provided in Clause 24.2 below; and (c) that it shall not be liable to account to the instructions received are conflicting, unclear or equivocalIssuer for any interest thereon. 11.6 24.2 In acting hereunder and in connection with the NotesCovered Bonds, the Fiscal Agent, the Paying Agents, the Transfer Agents do and the Registrar shall act solely as agents of the Issuer and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Covered Bonds, and shall not have any obligation towards them Coupons or Talons, except that all funds amounts held by the Fiscal Agent for payment of principal of Agent, the Paying Agents or interest on the Notes shall be held Registrar for payment to the Noteholders Covered Bondholders and Couponholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other amounts except as required by law. 24.3 Each of the Fiscal Agent, the Paying Agents, the Transfer Agents and the Registrar hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Schedule 5 in the case of the Fiscal Agent) and in the ConditionsConditions and in the Procedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Covered Bonds against the Fiscal Agent, the Paying Agents, the Transfer Agents or the Registrar other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Except as otherwise Each of the Paying Agents (other than the Fiscal Agent) agrees that if any information that is required by applicable lawthe Fiscal Agent to perform the duties set out in Schedule 5 becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any of its other fundsthe Fiscal Agent. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in 24.4 The Fiscal Agent, the performance of its duties hereunder. 11.8 The Paying Agents, the Transfer Agents and the Registrar may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against 24.5 Each of the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Fiscal Agent, the payment Paying Agent and the Registrar undertakes to immediately notify the Issuer, as soon as reasonably practicable (such notification may be in the format of which within a reasonable time is notgeneral notification to the market), in its opinion, assured if it fails to it. The obligations become or ceases to be a Participating FFI or otherwise eligible to receive payments without FATCA Withholding Tax. 24.6 Each of the Fiscal Agent, the Paying Agents, the Transfer Agents hereunder are several and not jointthe Registrar shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, facsimile transmission or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer. 11.10 The 24.7 Any of the Fiscal Agent, the Paying Agents, their affiliates the Transfer Agents or the Registrar and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Covered Bonds, Coupons or Talons with the same rights that the Agents it or he would have it they if the Fiscal Agent, the relevant Paying Agent or Transfer Agent concerned or the Registrar, as the case may be, were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Fiscal Agent, the relevant Paying Agent or Transfer Agent or the Registrar, as the case may be, were not appointed hereunder. 11.11 24.8 The Issuer undertakes that: (a) it will shall provide to any the Fiscal Agent all documentation and other information required by such Agent from time to time to comply the Registrar with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Fiscal Agent and the Registrar immediately in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Fiscal Agent and the Registrar that such deduction person has been so authorised. 24.9 Except as otherwise permitted in the Conditions or withholding is made in as ordered by a timely manner to court of competent jurisdiction or as required by law or applicable regulations, the appropriate Authorities Issuer and shall promptly notify each relevant any Paying Agent upon determining may deem and treat holders of any Bearer Covered Bonds or becoming aware Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of such requirement. The Issuer shall notify each relevant Agent a minimum ownership or any writing thereon or notice of 5 Business Days prior to the date on which any payment for which a deduction previous loss or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymenttheft thereof).

CONDITIONS OF APPOINTMENT. 11.1 19.1 The Agent shall be entitled to deal with money paid to it by any Issuer will pay or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in subclause 19.2 below; and (c) that it shall not be liable to account to any Issuer or the Agents a remuneration Guarantor for all services rendered any interest thereon. 19.2 In acting hereunder by the Agents and in connection with the Notes together Notes, the Agent and the other Paying Agents shall act solely as agents of the Issuers and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by owners or holders of the Agents Notes, Receipts, Coupons or Talons. 19.3 The Agent and the Issuerother Paying Agents hereby undertake to the Issuers and the Guarantor to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein, in the Conditions and in the Procedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the other Paying Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 11.2 19.4 The Issuer will indemnify Agent may consult with legal and hold harmless each of other professional advisers and the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part written opinion of such Agentadvisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 19.5 Each of the Agent and the other Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the any Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with or upon written instructions from the provisions hereof, except such as may result from its own gross negligence Issuer or wilful misconduct or that the Guarantor. 19.6 Any of its the Agent and the other Paying Agents and their officers, directors and employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any Issuer or the Agents Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of any Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. 11.11 The 19.7 Each Issuer undertakes that: (a) it will and the Guarantor shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentperson has been so authorised.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents 5.1 In acting under this Agreement and in connection with the Notes together Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and, in the circumstances described in subclause 5.2, the Trustee and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes or the receipts or coupons (if any) appertaining to the Relevant Notes (the Receipts and the Coupons, respectively). 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders, the Trustee may by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Trustee 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 payment of out-of-pocket expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed Calculation Agent shall be limited to the amounts for the time being held by the Agents Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all documents and records held by it in respect of Notes, Receipts and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it in respect of Notes, Receipts and Coupons 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 Calculation Agent is obliged not to release by any law or regulation. 5.3 The Calculation Agent agrees to act as such for any Successor in Business (as defined in the Conditions), or any other Subsidiary of the Issuer (in each case, the Substituted Issuer) which for the time being is substituted as principal debtor in place of the Issuer pursuant to the Conditions and the Issuer. 11.2 The Issuer will indemnify Trust Deed and hold harmless each to enter into any agreement supplemental to this Agreement which in the opinion of the Agents against any loss, liability Trustee is necessary or expense which it may incur or any claim, action or demand which may be made against it arising out of or desirable in connection with such Agent’s appointment or substitution subject only to: (a) the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on Calculation Agent being satisfied that the part of Substituted Issuer has been accepted as such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Trustee; and (b) the Substituted Issuer or any claim, action or demand which may be made against being bound by all the Issuer resulting from the gross negligence or wilful misconduct on the part provisions of such Agent (or such Agent’s officers, employees or agents) and arising out this Agreement in place of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable addition to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damagespredecessor Substituted Issuer. 11.4 The indemnities above shall survive the termination or expiry 5.4 In relation to each issue of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Relevant Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Calculation Agent for payment of principal of or interest on the Notes shall be held for payment obliged to perform the Noteholders duties and only the duties specifically stated in this Agreement and the Conditions and no implied duties or obligations shall be applied as set forth herein read into this Agreement or the Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any diligence of its other fundsa reasonably prudent expert in comparable circumstances. 11.7 Nothing herein shall be deemed to require any 5.5 The Calculation Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 5.6 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or the Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Issuer or the Agents hereunder are several and not jointTrustee. 11.10 5.7 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that the Agents they would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of as freely as if the Notes or otherwise in connection with Calculation Agent were not appointed under this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgreement.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 (a) Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain deal with money paid to it by the Bank for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (A) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (B) as provided in Section 25(b) below; (C) that it shall not be liable to account to the Bank for any interest thereon except as otherwise agreed in writing between the Bank and an Agent; and (D) no monies held by any Agent need be segregated from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocalother funds except as may be required by law. 11.6 (b) In acting hereunder and in connection with the Notes, the Agents do shall act solely as agents of the Bank and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, and shall not have any obligation towards them Receipts, Coupons or Talons, except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held Paying Agents for payment to the Noteholders and shall be held for the benefit of such holders or owners and applied as set forth herein herein, but need not be segregated from other funds, except as required by law. (c) No Agent (which for purposes of this Section 25(c) includes its officers and employees) shall be liable to the Bank for any act or omission hereunder except in the Conditionscase of negligence, bad faith or willful misconduct. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any The duties and obligations of its other funds. 11.7 Nothing herein the Agents and their respective officers and employees shall be deemed to require any Agent to advance its own funds in determined by the express provisions of this Agreement, and such Agents, officers or employees shall not be liable except for the negligent performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties obligations as are herein specifically set forth, forth herein and no implied duties or obligations covenants shall be read into this Agreement against the Agentsthem. No Agent or its officers or employees shall be under required to ascertain whether any obligation issuance or sale of Notes (or any amendment or termination of this Agreement) is in compliance with any other agreement to take which the Bank is a party (whether or not any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointis also a party to such other agreement). 11.10 The Agents(d) THE AGENTS’ DUTIES ARE MINISTERIAL IN NATURE AND IN NO EVENT SHALL ANY AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANY PERSON OR ENTITY FOR ANY (i) LOSS, LIABILITY, DAMAGES OR EXPENSES (OTHER THAN, IN THE CASE OF THE BANK ONLY, THOSE WHICH RESULT DIRECTLY FROM SUCH AGENT’S NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT) OR (ii) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF SUCH AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, INCLUDING, WITHOUT LIMITATION, FOR BREACH OF THIS CONTRACT OR TORT (INCLUDING NEGLIGENCE). (e) Each Agent shall be entitled to consult with counsel of its choosing and shall have no liability to the Bank in respect of any action taken or omitted by such Agent in good faith in reliance on an opinion of counsel (including in-house counsel) or an Officer’s Certificate. (f) Notwithstanding anything to the contrary in this Agreement, no Agent shall be responsible for any misconduct or negligence on the part of any agent, correspondent, attorney or receiver appointed with due care by it hereunder. (g) Any of the Agents and any of their affiliates officers, directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if such Agent(s) concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to Bank and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days committee or body of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility holders of the Issuer to determine whether a deduction Notes, Receipts, Coupons or withholding is Talons or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that any other obligations of the Bank as surely as if such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (iAgent(s) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentwere not appointed hereunder.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from 5.1 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Relevant Notes, the Agents do Calculation Agent shall act solely as an agent of the Issuer and the Guarantor[s] and, in the circumstances described in subclause 5.2, the Trustee, will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Notes or the receipts or coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 10 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer, the Guarantor[s] and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Trustee 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 payment of out-of-pocket expenses of the Calculation Agent shall not have any obligation towards them except that all funds be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Trustee on the trusts of the Trust Deed in respect of the Notes shall be held of the relevant Series and available for payment the purpose) and thereafter to the Noteholders hold all documents and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds records held by it hereunder from any in respect of its other funds.Notes and Coupons on behalf of the Trustee; or 11.7 Nothing herein (b) to deliver up all documents and records held by it in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to require apply to any documents or records which the Calculation Agent is obliged not to advance its own funds in the performance of its duties hereunderrelease by any law or regulation. 11.8 5.3 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstances. 5.4 The Agents Calculation Agent may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 5.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer, the Guarantor[s] or the Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agenton written instructions from the Issuer, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Guarantor[s] or the Agents hereunder are several and not jointTrustee. 11.10 5.6 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that the Agents it or they would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to or any Agent all documentation Guarantor and other information required by such Agent from time to time to comply may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer or any Guarantor as freely as if the Calculation Agent were not appointed under this Agreement. 5.7 If the Calculation Agent fails to determine whether a deduction or withholding perform the duties as are herein and in the Conditions specifically set out which it is or will be required from any payment obliged to be made in respect of perform, the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and Calculation Agent shall promptly notify each relevant Agent upon determining or becoming aware the Issuer and the Guarantor[s] of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentfailure.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 5.1 In acting hereunder and in connection with the Relevant Notes, the Agents do Calculation Agent shall act solely as agent of the Issuer and, in the circumstances described in subclause 5.2, the Trustee and shall not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Notes or coupons (if any) appertaining thereto (the Coupons). 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Trustee 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 payment of out-of-pocket expenses of the Calculation Agent shall not have any obligation towards them except that all funds be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be held for payment deemed not to apply to any documents or records which the Noteholders and Calculation Agent is obliged not to release by any law or regulation. 5.3 In relation to each issue of Relevant Notes, the Calculation Agent shall be applied obliged to perform such duties and only such duties as set forth are herein and in the Conditions. Except as otherwise required by applicable lawConditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, no Agent will be required other than the duty to segregate any funds held by it hereunder from any act honestly and in good faith and to exercise the diligence of its other fundsa reasonably prudent agent in comparable circumstances. 11.7 Nothing herein shall be deemed to require any 5.4 The Calculation Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with reputable legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 5.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability for or in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such sent by the proper party or parties or upon written instructions from the Issuer or the Trustee. 5.6 The Calculation Agent, the payment and any of which within a reasonable time is notits officers, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers directors and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that the Agents it or he would have it they if the Calculation Agent were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (aif any) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of as freely as if the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Calculation Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentwere not appointed hereunder.

CONDITIONS OF APPOINTMENT. 11.1 11.1. The Issuer will pay to Paying Agent shall (a) hold all sums received by it in accordance with this Agreement and the Agents a remuneration Indenture for all services rendered hereunder by the Agents in connection with payment of principal of or any premium or interest on the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which (whether such sums have been paid to it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or by any claim, action other obligor on the Notes) for the benefit of the holders of the Notes or demand which may of the Series Trustee until such sums shall be made against paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture; (b) give the Series Trustee notice of any default by the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for obligor upon the Notes) in the making of any consequential loss payment of principal of or premium or interest on the Notes when the same shall be due and payable; and (being loss c) at any time during the continuance of businessany such default, goodwillupon the written request of the Series Trustee, opportunity or profit) even if advised forthwith pay to the possibility of such loss or damages. 11.4 The indemnities above shall survive Series Trustee all sums held by the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability Paying Agent in trust for or payment in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent Notes. 11.2. No monies held by the proper party or parties in accordance with the provisions hereof, Paying Agent need be segregated except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agentsrequired by law. 11.3. Each of the Agents shall be entitled to do refrain from In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, the Agents do not assume any relationship Paying Agent, Transfer Agent and Registrar shall act solely as agent of agency and trust for the NoteholdersIssuer and, and save solely in respect of its obligations under clause 11.1 hereof, shall not have any obligation obligations towards them except that all funds held by or relationship of agency or trust with any of the Fiscal Agent for payment holders of principal of or interest on the Notes shall be held for payment to or the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsSeries Trustee. 11.7 Nothing herein shall be deemed to require any 11.4. The Paying Agent, Transfer Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents Registrar shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no out in this Agreement. No implied duties or obligations shall be read into this Agreement against such document. The Paying Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the Agentsdate hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. No The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which it expects any party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. 11.5. The obligations Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and shall not be required to obtain any proof thereof or as to the identity of the Agents hereunder are several and not jointbearer or holder. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from 5.1 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Relevant Notes, the Agents do Calculation Agent shall act solely as an agent of the Issuer, the Guarantors and in circumstances described in subclause 5.2, the Trustee and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes. 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 10 (Application of Moneys) of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer, the Guarantors and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Trustee 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 payment of out-of-pocket expenses of the Calculation Agent shall not have any obligation towards them except that all funds be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Trustee on the trusts of the Trust Deed in respect of the Notes shall be held of the relevant Series and available for payment the purpose) and thereafter to the Noteholders hold all documents and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds records held by it hereunder from any in respect of its other funds.Notes and Coupons on behalf of the Trustee; or 11.7 Nothing herein (b) to deliver up all documents and records held by it in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to require apply to any documents or records which the Calculation Agent is obliged not to advance its own funds in the performance of its duties hereunderrelease by any law or regulation. 11.8 5.3 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstances. 5.4 The Agents Calculation Agent may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 5.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer, the Guarantors or the Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agenton written instructions from the Issuer, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Guarantors or the Agents hereunder are several and not jointTrustee. 11.10 5.6 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that the Agents it or he would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to Issuer, the Guarantors or the Trustee and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with Guarantors as freely as if the Calculation Agent were not appointed under this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgreement.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from 5.1 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Relevant Notes, the Agents do Calculation Agent shall act solely as an agent of the Issuer [, the Guarantor] and, in circumstances described in sub- clause 5.2, the Trustee and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Notes or coupons (if any) appertaining to the Relevant Notes (the Coupons). The Principal Paying Agent reserves the right to refuse appointment as Calculation Agent in respect of Notes. 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 10 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer[, the Guarantor] and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Trustee 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 payment of out-of-pocket expenses of the Calculation Agent shall not have any obligation towards them except that all funds be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Trustee on the trusts of the Trust Deed in respect of the Notes shall be held of the relevant Series and available for payment the purpose) and thereafter to the Noteholders hold all documents and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds records held by it hereunder from any in respect of its other funds.Notes and Coupons on behalf of the Trustee; or 11.7 Nothing herein (b) to deliver up all documents and records held by it in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to require apply to any documents or records which the Calculation Agent is obliged not to advance its own funds in the performance of its duties hereunderrelease by any law or regulation. 11.8 5.3 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstances. 5.4 The Agents Calculation Agent may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 5.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer[, the Guarantor] or the Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agenton written instructions from the Issuer[, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Guarantor] or the Agents hereunder are several and not jointTrustee. 11.10 5.6 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that the Agents it or he would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to [or the Guarantor] and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction [or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with Guarantor] as freely as if the Calculation Agent were not appointed under this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgreement.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 21.1 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; (b) that it shall not be liable to account to the Issuer for any interest on the money; (c) that it shall not be required to segregate such money except as required by law; and (d) that it shall not be subject to the UK FCA Client Money Rules (set out in chapter 7 of the CASS Sourcebook of the FCA Handbook of Rules and Guidance). 21.2 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, each Agent shall act solely as an agent of the Agents do Issuer and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. 21.3 Each Agent undertakes to the Issuer to perform its duties, and shall not have be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 7 in the case of the Fiscal Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any obligation towards them except of those documents against any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Agents (other than the Fiscal Agent) agrees that all funds held if any information that is required by the Fiscal Agent for payment of principal of or interest on and the Notes shall be held for payment Registrar to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Noteholders Fiscal Agent and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsRegistrar. 11.7 Nothing herein shall be deemed to require any 21.4 The Fiscal Agent to advance its own funds in and the performance of its duties hereunder. 11.8 The Agents Registrar may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 21.5 Each Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointIssuer. 11.10 The Agents21.6 Any Agent and its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents they would have it they had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether as freely as if the Agent were not appointed under this Agreement. 21.7 The Issuer shall provide the Fiscal Agent and the Registrar with a deduction or withholding is or will be required from any payment to be made in respect certified copy of the Notes or otherwise list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Fiscal Agent and the Registrar as soon as reasonably practicable in writing if any of those persons ceases to procure that such deduction be authorised or withholding is made if any additional person becomes authorised together, in a timely manner the case of an additional authorised person, with evidence satisfactory to the appropriate Authorities Fiscal Agent and the Registrar that the person has been authorised. 21.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 21.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. 21.10 No Agent shall be liable for consequential or indirect loss of any kind, including, but not limited to loss of business, goodwill, opportunity or profit. 21.11 Each Agent is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received. 21.12 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party’s compliance with Applicable Law and shall notify the relevant other party reasonably promptly notify each relevant Agent upon determining in the event that it becomes aware that any of the forms, documentation or becoming aware of other information provided by such requirement. The Issuer party is (or becomes) inaccurate in any material respect; provided, however, that no party shall notify each relevant Agent a minimum of 5 Business Days prior be required to provide any forms, documentation or other information pursuant to this subclause 21.12 to the date on which any payment for which a deduction or withholding is required of extent that: (i) any such form, documentation or other information (or the amount of information required to be provided on such deduction form or withholding documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.12, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. In this subclause 21.12 Authority shall have the meaning set out in subclause 6.12. 21.13 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant Authorities documents or (ii) to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent determine or take any steps to be able to make such paymentascertain whether any relevant event under the Notes has occurred.

CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by any instructionIssuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, without liability, if lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the instructions received are conflicting, unclear or equivocalrelevant Issuer and the Agent. 11.6 (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents do shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, and shall not have any obligation towards them Receipts, Coupons or Talons, except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held Paying Agents for payment to the Noteholders and shall be held in trust, to be applied as set forth herein herein, but need not be segregated from other funds except as required by law; provided, however, that moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the Conditionsmanner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent to perform the duties set out in Appendix F hereto becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any of its other fundsthe Agent. 11.7 Nothing herein shall be deemed to require any (4) The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The (5) Each of the Agent and the Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it expects will result in reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointIssuers. 11.10 The Agents, their affiliates (6) Any of the Agent and the Paying Agents and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it, he or she would have it they if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Agents Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. 11.11 The (7) Each Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction or withholding is made person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in a timely manner accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should Programme shall be paid. The Issuer shall provide such Agent with all information required for such Agent deemed to be able references to make such paymentthe increased amount.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay 19.1 Each Paying Agent shall be entitled to the Agents a remuneration for all services rendered hereunder by the Agents in connection deal with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which money paid to it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or the Guarantors for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any claimright of set-off, action lien or demand which may be made against similar claim in respect of the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent money; and (or such Agent’s officers, employees or agentsb) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent that it shall not be liable to account to the Issuer Issuer, the Trustee or any other person the Guarantors for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to interest on the possibility of such loss or damagesmoney. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from 19.2 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Agents do Issuer and the Guarantors (and, in the circumstances referred to in subclause 2.4, the Trustee) and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. 19.3 Each Paying Agent undertakes to the Issuer and the Guarantors to perform its duties, and shall not have be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 3 in the case of the Agent), the Conditions, the Trust Deed and the Procedures Memorandum, and no implied duties or obligations shall be read into any obligation towards them except of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that all funds held if any information that is required by the Fiscal Agent for payment of principal of or interest on to perform the Notes shall be held for payment duties set out in Schedule 3 becomes known to it, it will promptly provide such information to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsAgent. 11.7 Nothing herein shall be deemed to require any 19.4 The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult where necessary, at the cost of the Issuer or failing the Issuer the Guarantors (such costs to be duly documented), with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 19.5 Each Paying Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or any Guarantor or any document which it expects will result in reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer or any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointGuarantor. 11.10 The Agents19.6 Any Paying Agent and its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents it or he would have it they had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to or any Agent all documentation of the Guarantors and other information required by such Agent from time to time to comply may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect the Guarantors as freely as if the Paying Agent were not appointed under this Agreement. 19.7 The Issuer and each of the Notes or otherwise Guarantors shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of those persons ceases to procure that such deduction be authorised or withholding is made if any additional person becomes authorised together, in a timely manner the case of an additional authorised person, with evidence satisfactory to the appropriate Authorities Agent that the person has been authorised. 19.8 Except as otherwise permitted in the Trust Deed, the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer, the Guarantors, the Trustee and each of the Paying Agents shall promptly notify each relevant Agent upon determining be entitled to treat the bearer of any Note or becoming aware Coupon as the absolute owner of such requirementit (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 19.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior Upon any increase being effected, all references in this Agreement to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should Programme shall be paid. The Issuer shall provide such Agent with all information required for such Agent deemed to be able references to the increased amount. 19.10 The Agent shall, upon request from the Issuer, the Trustee or any Dealer, inform such person of the aggregate nominal amount of the Notes, or Notes of any particular Series, then outstanding at the time of such request. 19.11 Each Paying Agent shall, forthwith on demand, upon the Issuer and the Guarantors being discharged from their respective obligations to make payments in respect of any Notes under the Conditions (and provided there is no outstanding bona fide and proper claim in respect of any such paymentpayments) pay to the Issuer or the Guarantors, as the case may be, sums equivalent to any outstanding amounts paid to it by the Issuer or the Guarantors, as the case may be, in respect of such Notes.

CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by any instructionIssuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, without liability, if lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the instructions received are conflicting, unclear or equivocalrelevant Issuer and the Agent. 11.6 (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents do shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, and shall not have any obligation towards them Coupons or Talons, except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held Paying Agents for payment to the Noteholders and shall be held in trust, to be applied as set forth herein herein, but need not be segregated from other funds except as required by law; provided, however, that moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the Conditionsmanner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent to perform the duties set out in Appendix F hereto becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any of its other fundsthe Agent. 11.7 Nothing herein shall be deemed to require any (4) The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The (5) Each of the Agent and the Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it expects will result in reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointIssuers. 11.10 The Agents, their affiliates (6) Any of the Agent and the Paying Agents and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents it, he or she would have it they if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Agents Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. 11.11 The (7) Each Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction or withholding is made person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in a timely manner accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the appropriate Authorities amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall promptly notify each relevant Agent upon determining or becoming aware be a person payments to whom are free from FATCA Withholding Tax at the time of such requirementAgent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. The Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer shall notify each will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent a minimum and any other Paying Agent of 5 Business Days any such loss of grandfathered status prior to the date on which any payment payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for which the purposes of receiving payments under this Agreement not a deduction or withholding is required “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1T(c)(2): (i) represents that it is a financial institution within the amount meaning of such deduction or U.S. Treasury Regulations Section 1.1441-1T(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1T(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1T(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent Issuers with all information required a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for such Agent to be able to make such paymentchapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. 11.1 19.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by the Parent or the Issuer (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any instructionright of set-off, without liability, if lien or similar claim in respect thereof; (b) as provided in subclause 19.2 below; and (c) that it shall not be liable to account to the instructions received are conflicting, unclear Parent or equivocalthe Issuer (as the case may be) for any interest thereon. 11.6 19.2 In acting hereunder and in connection with the Notes, the Agents do Agent and the other Paying Agent(s) shall act solely as agents of the Issuer and the Parent (or, in the circumstances described in Clause 2.4 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, and shall not have any obligation towards them Coupons or Talons, except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held other Paying Agent(s) for payment to the Noteholders and Couponholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other funds except as required by law. 19.3 The Agent and the other Paying Agent(s) hereby undertake to each of the Parent, the Issuer and the Trustee to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Schedule 3 in the case of the Agent), in the Conditions and in the ConditionsProcedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement, the Trust Deed or the Notes against the Agent and the other Paying Agent(s), other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent to perform the duties set out in Schedule 3 becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any of its other fundsthe Agent. 11.7 Nothing herein shall be deemed to require any 19.4 The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents 19.5 Each of the Agent and the other Paying Agent(s) shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Parent or the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such sent by the proper party or parties or upon written instructions from the Parent or the Issuer. 19.6 Notwithstanding anything else herein contained, the Agent, having consulted with the payment Issuer (to the extent practicable and permissible to do so), may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction applicable to it (including but not limited to the United States of America or any jurisdiction forming a part of it and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction applicable to it and may without liability do anything which within a reasonable time is notis, in its opinionreasonable opinion and having consulted with the Issuer (to the extent practicable and permissible to do so), assured necessary to it. The obligations comply with any such law, directive or regulation. 19.7 Any of the Agents hereunder are several Agent and not joint. 11.10 The Agents, their affiliates the other Paying Agent(s) and their respective officers affiliates, officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Parent or the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Parent or the Issuer as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility 19.8 Each of the Parent and the Issuer to determine whether shall provide the Agent with a deduction or withholding is or will be required from any payment to be made in respect certified copy of the Notes or otherwise list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction or withholding is made in a timely manner person has been so authorised. 19.9 The Parent shall forthwith give notice to the appropriate Authorities Agent of any change of the Trustee. 19.10 Where any additional or successor agent or paying agent (a Successor Agent) is appointed in accordance with the terms of this Agreement, and shall promptly notify each relevant that Successor Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent is not a minimum of 5 Business Days prior related entity to the date on which Agent, then the liabilities and obligations of the Successor Agent and each other paying agent, shall be several. 19.11 Except as ordered by a court of competent jurisdiction or as required by law, the Issuer, the Parent, the Trustee and any payment Paying Agent may deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or any writing thereon or notice of any previous loss or theft thereof) for which a deduction all purposes, but in the case of any global Note, without prejudice to the provisions set out in the Conditions. 19.12 The Agent and each Paying Agent, in each case to the extent it is an FFI, undertakes as soon as reasonably practicable to inform the Issuer and the Parent if it fails to become or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent ceases to be able to make such paymenta Participating FFI.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 18.1 Each Paying Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from deal with money paid to it by an Obligor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except that: (a) it shall not exercise any right of set-off, lien or similar claim in respect of the money; and (b) it shall not be liable to account to an Obligor for any interest on the money. 18.2 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, each Paying Agent shall act solely as an agent of the Agents do Relevant Issuer and the relevant Guarantors (and, in the circumstances referred to in clause 2.4, the Trustee) and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. 18.3 Each Paying Agent undertakes to the Obligors to perform its duties, and shall not have be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 3 in the case of the Principal Paying Agent), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any obligation towards them except of those documents against any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that all funds held if any information that is required by the Fiscal Principal Paying Agent for payment of principal of or interest on to perform the Notes shall be held for payment duties set out in Schedule 3 becomes known to it, it will promptly provide such information to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsPrincipal Paying Agent. 11.7 Nothing herein shall be deemed to require any 18.4 The Principal Paying Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 18.5 Each Paying Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from an Obligor or (in the circumstances specified in clause 2.4) the Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agenton written instructions from an Obligor or, as the case may be, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointTrustee. 11.10 The Agents18.6 Any Paying Agent and its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents they would have it they had if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunderObligors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Obligor as freely as if the Paying Agent were not appointed under this Agreement. 11.11 18.7 The Issuer undertakes that: (a) it will Obligors shall provide to any the Principal Paying Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent immediately in writing if any of those persons ceases to procure that such deduction be authorised or withholding is made if any additional person becomes authorised together, in a timely manner the case of an additional authorised person, with evidence satisfactory to the appropriate Authorities Principal Paying Agent that the person has been authorised. 18.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Obligors, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 18.9 The amount of the Programme may be increased by the Obligors in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. 18.10 The Principal Paying Agent shall, upon request from an Obligor, the Trustee or any Dealer, inform such person of the aggregate nominal amount of Notes, or Notes of any particular Series, then outstanding at the time of such request. 18.11 Each Paying Agent shall, forthwith on demand, upon the Relevant Issuer and the relevant Guarantors being discharged from their respective obligations to make payments in respect of any Notes under the Conditions (and provided that there is no outstanding bona fide and proper claim in respect of any such payments) pay to the Relevant Issuer or each of the relevant Guarantors sums equivalent to any outstanding amounts paid to it by the Relevant Issuer or any of the relevant Guarantors in respect of such Notes. 18.12 Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly notify each relevant Agent upon determining in the event that it becomes aware that any of the forms, documentation or becoming aware of other information provided by such requirement. The Issuer party is (or becomes) inaccurate in any material respect; provided, however, that no party shall notify each relevant Agent a minimum of 5 Business Days prior be required to provide any forms, documentation or other information pursuant to this subclause 18.12 to the date on which any payment for which a deduction or withholding is required of extent that: (i) any such form, documentation or other information (or the amount of information required to be provided on such deduction form or withholding documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the relevant Authorities reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 18.12, Applicable Law shall be deemed to whom such amount should be paid. The Issuer shall provide such Agent include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with all information required for such Agent which it is accustomed to be able to make such payment.comply; (ii) any agreement between any Authorities; and

CONDITIONS OF APPOINTMENT. 11.1 19.1 The Issuer will pay Agent shall be entitled to the Agents a remuneration for all services rendered hereunder by the Agents in connection deal with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which money paid to it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against for the Issuer resulting from purpose of this Agreement in the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) same manner as other money paid to a banker by its customers and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent shall not be liable to account to the Issuer or any other person for any consequential loss interest thereon except: (being loss a) that it may not exercise any right of businessset-off, goodwill, opportunity lien or profitsimilar claim in respect of money paid to it by the Issuer; (b) even if advised moneys held by any Paying Agent need not be segregated except as required by law; and (c) as provided in subclause 19.2 below. 19.2 Notwithstanding 19.1 above: (a) any sums paid to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or Agent in respect of any action taken, omitted or suffered in reliance upon any instruction or communication payment of principal and/or interest under the Notes which are received by the Agent pursuant to the terms of this Agreement prior to the due date therefor shall (provided prior notice of such payment is given to the Agent) be placed on deposit by the Agent from the date of receipt to such due date at the rate of interest offered by Citibank, N.A., London Branch, at its London office for overnight deposits and the Agent shall account to the Issuer in respect of any interest earned thereon; and (b) where any payment of principal is made to the Agent after the due date therefor or any document reasonably believed by it on or after accelerated maturity following an Event of Default, the Agent shall (provided prior notice of such payment is given to the Agent) place the amount of such payment on deposit from the date of such payment to the date on and after which payment is to be genuine made to the Noteholders in respect thereof pursuant to proviso (b) to clause 2.2 of the Trust Deed at the rate of interest offered by Citibank, N.A., London Branch, at its London office for overnight deposits and the Agent shall account to have been deliveredthe Issuer (or, signed or sent if so required by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each Trustee pursuant to clause 2.3(a) of the Agents shall be entitled Trust Deed, to do refrain from acting under the Trustee) in respect of any instruction, without liability, if the instructions received are conflicting, unclear or equivocalinterest earned thereon. 11.6 19.3 In acting hereunder and in connection with the Notes, the Agent and the other Paying Agents do shall act solely as agents of the Issuer (or, in the circumstances described in Clause 2.3 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. 19.4 The Agent and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes other Paying Agents shall be held for payment obliged to perform such duties and only such duties, as are herein (including Schedule 3 in the Noteholders and shall be applied as set forth herein case of the Agent), in the Conditions and in the ConditionsProcedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement, the Trust Deed or the Notes against the Agent and the other Paying Agents. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent to perform the duties set out in Schedule 3 becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any the Agent. The obligations of its other fundsthe Paying Agents are several and not joint. 11.7 Nothing herein shall be deemed to require any 19.5 The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisersadvisers save for manifest error and negligence. 11.9 The 19.6 Each of the Agent and the other Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Trustee, or any Note or Coupon, notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such Agent, sent by the payment of proper party or parties and which within a reasonable time is not, in its opinion, assured to it. The obligations not manifestly wrong or upon written instructions from the Issuer or the Trustee. 19.7 Any of the Agent and the other Paying Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. 11.11 19.8 The Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction person has been so authorised. 19.9 Except as ordered by a court of competent jurisdiction or withholding is made as required by law and subject as provided in the next sentence, the Issuer, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Note, Coupon or Talon as the absolute owner thereof (whether or not such Note, Coupon or Talon shall be overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for the purpose of making payment thereon and for all other purposes but, in the case of a timely manner Global Note, without prejudice to the appropriate Authorities and shall promptly notify provisions as set out in the next sentence. For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or Clearstream, Luxembourg, each relevant Agent upon determining person (other than Euroclear or becoming aware Clearstream, Luxembourg who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of such requirementNotes (each an Accountholder) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Trustee, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal and interest on such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Trustee, the Agent and the other Paying Agents as the holder of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder, holder of Notes and related expressions shall be construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and/or Clearstream, Luxembourg, as the case may be. In order to exercise any rights in their capacity as Noteholders, Accountholders must exercise such rights through Euroclear or Clearstream, Luxembourg, either against presentation of the Global Note to or to the order of the Agent and against its endorsement by or on behalf of the Agent to reflect the exercise of such rights or, at the option of the Agent, by the production to the Agent of an undertaking from Euroclear and/or Clearstream, Luxembourg that they will not debit or transfer Notes from the account of that Accountholder until a certain time or date or before the occurrence of an identified condition precedent. 19.10 The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior forthwith give notice to the date on Agent of any change of the Trustee. 19.11 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any applicable law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it and England & Wales) or any applicable directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any payment for which a deduction such applicable law, directive or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentregulation.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from 5.1 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Relevant Notes, the Agents do Calculation Agent shall act solely as an agent of the Issuer and the Guarantors and, in the circumstances described in subclause 5.2, the Trustee and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer, the Guarantors and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter, until instructed otherwise by the Trustee, as Calculation Agent of the Trustee 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 payment of out-of-pocket expenses of the Calculation Agent shall not have any obligation towards them except that all funds be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Trustee on the trusts of the Trust Deed in respect of the Notes shall be held of the relevant Series and available for payment the purpose) and thereafter to the Noteholders hold all documents and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds records held by it hereunder from any in respect of its other funds.Notes and Coupons on behalf of the Trustee; or 11.7 Nothing herein (b) to deliver up all documents and records held by it in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to require apply to any documents or records which the Calculation Agent is obliged not to advance its own funds in the performance of its duties hereunderrelease by any law or regulation. 11.8 5.3 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstances. 5.4 The Agents Calculation Agent may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 5.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer, the Guarantors or the Trustee or any document which it expects will result in reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer, any expense or liability of such AgentGuarantor or, as the case may be, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointTrustee. 11.10 5.6 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that the Agents they would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to or any Agent all documentation of the Guarantors and other information required by such Agent from time to time to comply may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with Guarantors as freely as if the Calculation Agent were not appointed under this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgreement.

CONDITIONS OF APPOINTMENT. 11.1 The Paying Agent shall (a) hold all sums received from the Issuer will in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture provided that the Paying Agent may use such money as a banker in the ordinary course of business and without accounting for profits; (b) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment of principal of or premium or interest on the Notes; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Agents a remuneration Trustee all sums held by it in trust for all services rendered hereunder by payment in respect of the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the IssuerNotes. 11.2 The Issuer will indemnify and hold harmless each of No monies held by the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may Paying Agent need be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agentsegregated except as required by law. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, the Agents do not assume any relationship Paying Agent, Transfer Agent and Registrar shall act solely as agent of agency and trust for the NoteholdersIssuer and, and save solely in respect of its obligations under clause 11.1 hereof, shall not have any obligation obligations towards them except that all funds held by or relationship of agency or trust with any of the Fiscal Agent for payment holders of principal of or interest on the Notes shall be held for payment to or the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsTrustee. 11.7 Nothing herein shall be deemed to require any 11.4 The Paying Agent, Transfer Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents Registrar shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no out in this Agreement. No implied duties or obligations shall be read into this Agreement against such document. The Paying Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the Agentsdate hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. No The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which it expects either party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations . 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and shall not be required to obtain any proof thereof or as to the identity of the Agents hereunder are several and not jointbearer or holder. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.

CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by any instructionIssuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, without liability, if lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the instructions received are conflicting, unclear or equivocalrelevant Issuer and the Agent. 11.6 (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents do shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall not have any obligation towards them except that be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall Paying Agents need not be held for payment segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Noteholders Issuers to perform such obligations and duties, and shall be applied obliged to perform such duties and only such duties, as set forth are herein (including Appendix E hereto in the case of the Agent), in the Conditions and in the ConditionsProcedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent to perform the duties set out in Appendix E hereto becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any of its other fundsthe Agent. 11.7 Nothing herein shall be deemed to require any (4) The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The (5) Each of the Agent and the Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it expects will result in reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointIssuers. 11.10 The Agents, their affiliates (6) Any of the Agent and the Paying Agents and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents it, he or she would have it they if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Agents Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. 11.11 The (7) Each Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such deduction or withholding is made person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in a timely manner accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the appropriate Authorities amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall promptly notify each relevant Agent upon determining or becoming aware be a person payments to whom are free from FATCA Withholding Tax at the time of such requirementAgent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. The Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer shall notify each will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent a minimum and any other Paying Agent of 5 Business Days any such loss of grandfathered status prior to the date on which any payment payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for which the purposes of receiving payments under this Agreement not a deduction or withholding is required “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the amount meaning of such deduction or U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent Issuers with all information required a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for such Agent to be able to make such paymentchapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. 11.1 The 25.1 Each Agent shall be entitled to deal with money paid to it by the Issuer will pay or the LLP (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker and not subject to the Agents a remuneration FCA Client Money Rules by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; (b) that it shall not be liable to account to the Issuer or the LLP for all services rendered hereunder any interest on the money; and (c) that it shall not be required to segregate any money held by the Agents it except as required by law. 25.2 In acting under this Agreement and in connection with the Notes together Covered Bonds, each Agent shall act solely as an agent of the Issuer, the LLP (and, in the circumstances referred to in Clauses 2.5 and 2.6 (Conditions of Appointment), the Bond Trustee) and will not assume fiduciary duty or any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by owners or holders of the Agents and the IssuerCovered Bonds, Receipts, Coupons or Talons or any other person. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 25.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable undertakes to the Issuer or any other person for any consequential loss and the LLP and, in the circumstances referred to in Clauses 2.5 and 2.6 (being loss Conditions of businessAppointment), goodwillthe Bond Trustee to perform its duties, opportunity or profitand shall be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 6 (Principal Paying Agents' Additional Duties) even if advised to in the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each case of the Agents Principal Paying Agent) and the Terms and Conditions, and no implied duties or obligations shall be protected and shall incur no liability for or in respect read into any of those documents against any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agentsAgent. Each of the Agents shall be entitled (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to do refrain from acting under any instructionperform the duties set out in Schedule 6 (Principal Paying Agents' Additional Duties) becomes known to it, without liability, if it will provide such information to the instructions received are conflicting, unclear or equivocalPrincipal Paying Agent. 11.6 In acting hereunder 25.4 The Principal Paying Agent and the Registrar may, at the Issuer's expense and having first notified the Issuer in connection with the Noteswriting, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 25.5 Each Agent shall be under any obligation to take protected and shall incur no liability (a) in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or the LLP or any document which it expects will result reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer or the LLP or (b) in respect of refraining from taking any expense action if instructions from the Issuer or liability of such Agent, the payment of which within a reasonable time is notLLP are, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointconflicting, unclear or equivocal. 11.10 The Agents25.6 Any Agent, their affiliates its affiliated companies and their respective officers its officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Covered Bonds, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to or the LLP and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Covered Bonds or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether or the LLP as freely as if the Agent were not appointed under this Agreement. 25.7 The Issuer and the LLP shall provide the Principal Paying Agent and the Registrar with a deduction or withholding is or will be required from any payment to be made in respect certified copy of the Notes or otherwise list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to procure that such deduction be authorised or withholding is made if any additional person becomes authorised together, in a timely manner the case of an additional authorised person, with evidence satisfactory to the appropriate Authorities Principal Paying Agent and the Registrar that the person has been authorised. 25.8 Except as otherwise permitted in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, in the case of Bearer Covered Bonds, the Issuer, the LLP, the Bond Trustee and each of the Agents shall promptly notify each relevant be entitled to treat the bearer of any Bearer Covered Bond, Receipt or Coupon and the registered holder of any Registered Covered Bond as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 25.9 The amount of the Programme may be increased by the Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. 25.10 The Issuer and the LLP accept that some methods of communication, such as, without limitation, by facsimile, telephone or e-mail, are not secure and none of the Agents shall incur any liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer or by the LLP as a result of any of the Agents relying on or complying with instructions, communications, notices or directions (whether in writing or given orally) received via any such non-secure method. Each Agent is authorised to comply with and rely upon determining any instruction, direction, notice or becoming aware other communication (whether in writing or given orally) given or sent by any such non-secure method by a person reasonably believed by it to be authorised to give such instructions, notices, directions or other communications on behalf of such requirementthe Issuer or, as the case may be, the LLP. The Issuer or, as the case may be, the LLP shall notify each use all reasonable endeavours to ensure that instructions, directions, notices or other communications transmitted or otherwise sent to any Agent pursuant to this Agreement are completed and correct. Any instructions, directions, notices or other communications (in writing or given orally) received from any person whom the Issuer or the LLP has confirmed to such Agent is authorised to give instructions, directions, notices or other communications on behalf of the Issuer or the LLP (as the case may be) shall be conclusively deemed to be valid instructions, directions, notices or other communications from the Issuer or, as the case may be, the LLP to the relevant Agent for the purpose of this Agreement. In no event, shall any of the Agents or the Bond Trustee or the Security Trustee be liable for any claims, losses, liabilities, damages, costs, expenses or judgments (including legal fees and expenses) arising as a minimum result of 5 Business Days prior to receiving or transmitting any data from the date on which Issuer (or from any payment for which a deduction person reasonably believed by the Agents, the Bond Trustee or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent Security Trustee to be able a person authorised by the Issuer to make give or transmit such paymentdata) via any non- secure method of transmission or communication, such as, but without limitation, by facsimile or email. 25.11 In the performance of its obligations under this Agreement and under the Terms and Conditions, each Agent shall use reasonable endeavours to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances.

CONDITIONS OF APPOINTMENT. 11.1 13.1 The Paying Agent shall (a) hold all sums received from the Issuer will in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture provided that the Paying Agent may use such money as a banker in the ordinary course of business and without accounting for profits; (b) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment of principal of or premium or interest on the Notes; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Agents a remuneration Trustee all sums held by it in trust for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or payment in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent Notes. 13.2 No monies held by the proper party or parties in accordance with the provisions hereof, Paying Agent need be segregated except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from required by law. 13.3 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, the Agents do not assume any relationship Paying Agent, Transfer Agent and Registrar shall act solely as agent of agency and trust for the NoteholdersIssuer and, and save solely in respect of its obligations under clause 13.1 hereof, shall not have any obligation obligations towards them except that all funds held by or relationship of agency or trust with any of the Fiscal Agent for payment holders of principal of or interest on the Notes shall be held for payment to or the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsTrustee. 11.7 Nothing herein shall be deemed to require any 13.4 The Paying Agent, Transfer Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents Registrar shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no out in this Agreement. No implied duties or obligations shall be read into this Agreement against such document. The Paying Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the Agentsdate hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. No The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which it expects either party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations . 13.5 Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and shall not be required to obtain any proof thereof or as to the identity of the Agents hereunder are several and not jointbearer or holder. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay 20.1 Save as provided in clause 7 and in subclause 20.3 of this clause, the Principal Paying Agent may deal with moneys paid to it under this Agreement in the same manner as other money paid to it as a banker by its customers except that (1) it may not exercise any lien, right of set-off or similar claim in respect of them, (2) it shall not be liable to anyone for interest on any sums held by it under this Agreement and (3) such moneys shall not be subject to the Agents a remuneration for all services rendered hereunder UK Financial Conduct Authority (the FCA) Client Money Rules (as defined in the rules promulgated by the Agents FCA) and need not be segregated from other moneys, save as otherwise required by Applicable Law. 20.2 Save as provided in clause 7, in acting under this Agreement and in connection with the Notes together and the Coupons the Paying Agents shall act solely as agents of the Issuer and will not be under any fiduciary duty or assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by the Agents and the IssuerNoteholders or Couponholders. 11.2 The Issuer will indemnify and hold harmless each 20.3 No Paying Agent shall exercise any right of the Agents set-off or lien against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action holders of Notes or demand which may be made against Coupons in respect of any moneys payable to or by it under the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry terms of this Agreement. 11.5 20.4 Except as otherwise required by law, each of the Paying Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not any payment in respect of the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as to the identity of the bearer. 20.5 The Paying Agents shall be obliged to perform such duties and only such duties as are set out in this Agreement and the Notes and no implied duties or obligations shall be read into this Agreement or the Notes against the Paying Agents other than the duty to act honestly and in good faith. The Paying Agents shall be entitled not to take any actions under this Agreement, without liability, if conflicting, unclear or equivocal instructions are received from the Issuer, provided that such Paying Agent shall continue to use its reasonable endeavours to contact the Issuer to seek non-conflicting, clear and unequivocal instructions. 20.6 Each of the Paying Agents may consult (at the Issuer's expense) with any expert or legal, financial and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers. 20.7 Each of the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the Issuer Issuer, the Trustee or any document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with or upon written instructions from the provisions hereof, except such as may result from its own gross negligence Issuer or wilful misconduct or that of its officers, employees or agents. Each the Trustee. 20.8 Any of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Paying Agents, their affiliates and their respective officers and employeesofficers, in their individual directors or any other capacity, employees may become the owner of, or acquire any interest in, any Notes or Coupons with the same rights that the Agents it or he would have it they if the Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunderIssuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or other obligations of the Issuer or the Trustee, as freely as if such Paying Agent were not appointed under this Agreement. 11.11 The Issuer undertakes that: (a) it will provide 20.9 Notwithstanding anything else herein contained, each Paying Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any Agent all documentation law of any state or jurisdiction (including but not limited to United Kingdom, Germany, the European Union, the United States of America or, in each case, any jurisdiction forming a part of it and other information required by England and Wales) or any directive or regulation of any agency of any such Agent from time to time state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any Applicable Law forthwith upon request by such Agent; andlaw, directive or regulation. 20.10 None of the Paying Agents shall have any obligation or duty (bi) it will notify any relevant Agent in writing within 30 days of any change that affects to monitor or inquire as to the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility performance of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of its obligations under the Notes or otherwise in connection with Notes, this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each any other relevant Agent upon determining documents or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) to determine or take any steps to ascertain whether any relevant event under the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentNotes has occurred.

CONDITIONS OF APPOINTMENT. 11.1 The Paying Agent shall (a) hold all sums received from Issuer will in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in this Agreement and the Indenture; (b) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment of principal of or premium or interest on the Notes; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Agents a remuneration Trustee all sums held by it in trust for all services rendered hereunder by payment in respect of the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the IssuerNotes. 11.2 The Issuer will indemnify and hold harmless each of No monies held by the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may Paying Agent need be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agentsegregated except as required by law. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, the Agents do not assume any relationship Paying Agent, Transfer Agent and Registrar shall act solely as agent of agency and trust for the NoteholdersIssuer and, and save solely in respect of its obligations under clause 11.1 hereof, shall not have any obligation obligations towards them except that all funds held by or relationship of agency or trust with any of the Fiscal Agent for payment holders of principal of or interest on the Notes shall be held for payment to or the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsTrustee. 11.7 Nothing herein shall be deemed to require any 11.4 The Paying Agent, Transfer Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents Registrar shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no out in this Agreement. No implied duties or obligations shall be read into this Agreement against such document. The Paying Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the Agentsdate hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. No The Paying Agent, Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which it expects either party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations . 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and shall not be required to obtain any proof thereof or as to the identity of the Agents hereunder are several and not jointbearer or holder. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.

CONDITIONS OF APPOINTMENT. 11.1 The 18.1 Subject as provided in subclause 18.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer will pay for the purposes of this Agreement in the same manner as other money paid to a banker by its customers and shall not be liable to account to the Agents a remuneration Issuer for all services rendered hereunder any interest or other amounts in respect of the money other than pursuant to Clause 17. No money held by the Agents any Paying Agent needs to be segregated except as required by law. 18.2 In acting under this Agreement and in connection with the Notes together and the Coupons the Agents shall act solely as agents of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by the Agents and the Issuerowners or Noteholders. 11.2 The Issuer will indemnify and hold harmless each 18.3 No Paying Agent shall exercise any right of the Agents set-off, lien or similar claim against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action Noteholders in respect of any moneys payable to or demand which may be made against by it under the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry terms of this Agreement. 11.5 18.4 Except as otherwise permitted in the Conditions, as ordered by a court of competent jurisdiction, as required by law or otherwise instructed by the Issuer, each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon). 18.5 The Agents shall be obliged to perform such duties and only such duties as are set out in this Agreement and the Notes and no implied duties or obligations shall be read into this Agreement or the Notes against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 18.6 The Fiscal Agent and the Calculation Agent, at the expense of the Issuer, provided such expenses are properly incurred, may consult with legal and other professional advisers and the opinion of the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. 18.7 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the Issuer or any document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties in accordance with or upon written instructions from the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agentsIssuer. Each of the Agents shall be is entitled to do refrain from acting under any instructionnothing, without liability, if the instructions received are conflicting, unclear or equivocalequivocal instructions are received or in order to comply with any applicable law. 11.6 In acting hereunder and in connection 18.8 Any of the Agents, their officers, directors or employees may become the owner of, or acquire any interest in, Notes or Coupons with the Notes, same rights (but without prejudice to any limitations which might apply in any other capacity) that it or he/she would have if the Agents do Agent concerned was not assume any relationship of agency and trust for the Noteholdersappointed under this Agreement, and may engage or be interested (subject as aforesaid) in any financial or other transaction with the Issuer, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or other obligations of the Issuer, as freely as if the relevant Agent was not appointed under this Agreement. 18.9 The Fiscal Agent shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder under this Agreement which it reasonably expects will result in any expense or liability of such Agentaccruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any 18.10 No Paying Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be responsible to anyone with respect to the sole responsibility validity of the Issuer to determine whether a deduction this Agreement or withholding is or will be required from any payment to be made in respect of the Notes or otherwise Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, wilful default, bad faith or fraud, including that of its officers and to procure that such deduction employees. 18.11 No Paying Agent shall have any duty or withholding is made responsibility in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware case of such requirement. The any default by the Issuer shall notify each relevant Agent a minimum in the performance of 5 Business Days prior to its obligations under the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. Conditions. 18.12 The Issuer shall provide such the Paying Agent with all information required for a copy of the list of the authorised signatories and shall notify the Paying Agent in writing if any of such Agent persons ceases to be able an authorised signatory or if any additional person becomes an authorised signatory and, unless and until notified of any such change, the Paying Agent shall be entitled to make rely upon any notice, communication or other document by an authorised signatory. 18.13 Notwithstanding anything else contained herein, the Fiscal Agent may refrain without liability from taking any action that it is required to take under the terms of this Agreement that, would or might, in its reasonable opinion (having consulted with legal counsel to the extent practicable and/or permissible), would be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it, and the EU or any Member State of the EU) or any directive or regulation of any agency of any such paymentstate or jurisdiction or which would or might otherwise render it liable to any person and may without liability take any action or refrain from taking any such action that, in its reasonable opinion (having consulted with legal counsel to the extent practicable and/or permissible) is necessary to comply with any such law, directive or regulation. 18.14 Whenever, in the performance of its duties under this Agreement, a Paying Agent shall deem it desirable that any matter be established by the Issuer prior to taking or suffering any action under this Agreement, the matter may be deemed to be conclusively established by a certificate signed by the Issuer and delivered to the Paying Agent and the certificate shall be a full authorisation to the Paying Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon the certificate.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 (a) Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by the Bank for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (i) that it shall not exercise any instructionright of set off, without liability, if lien or similar claim in respect thereof; (ii) as provided in Section 25(b) below; and (iii) that it shall not be liable to account to the instructions received are conflicting, unclear or equivocalBank for any interest thereon except as otherwise agreed in writing between the Bank and an Agent. 11.6 (b) In acting hereunder and in connection with the Notes, the Agents do shall act solely as agents of the Bank and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, and shall not have any obligation towards them Receipts, Coupons or Talons, except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held Paying Agents for payment to the Noteholders and shall be held for the benefit of such holders or owners and applied as set forth herein and in the Conditions. Except herein, but need not be segregated from other funds except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein (c) The Agents hereby undertake to the Bank to perform such obligations and duties, and shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged obligated to perform such duties and only such duties duties, as are expressly stated herein (including Appendix A hereto, in the case of the London Issuing Agent), in the Notes, the Procedures Memorandum and any Pricing Supplement or Final Terms specifically set forth, and no implied duties or obligations shall be read into this Agreement Agreement, the Notes, the Procedures Memorandum or any Pricing Supplement or Final Terms against any of the Agents. No Each of the Paying Agents (other than the London Issuing Agent) agrees that if any information that is required by the London Issuing Agent to perform the duties set out in Appendix A hereto becomes known to it, it will promptly provide such information to the London Issuing Agent. In no event shall the Agents be liable for special, indirect or consequential loss or damages of any kind (including, but not limited to, lost profits). (d) The Agents may consult with legal and other professional advisers of their selection and the opinion of such advisers, rendered in good faith, shall be under any obligation full and complete protection with respect to take any action taken, omitted or suffered hereunder which it expects will result in any expense or liability good faith in accordance with the opinion of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations advisers. (e) Each of the Agents hereunder are several shall be protected and not jointshall incur no liability for or with respect to any action taken, omitted or suffered in reliance upon any instruction, request or order from the Bank or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, facsimile or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by an Authorized Representative. 11.10 The Agents(f) Any of the Agents and any of their officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if such Agent(s) concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Bank and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Receipts, Coupons or Talons or in connection with any other obligations of the Bank as surely as if such Agent(s) were not appointed hereunder. 11.11 The Issuer undertakes that: (ag) it will provide To the extent permitted by law, each of the Agents shall be entitled to any Agent all documentation deem and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days treat the bearer of any change that affects Bearer Note as the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentabsolute owner thereof.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 21.1 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect of the money; and (b) that it shall not be liable to account to the Issuer for any interest on the money. No monies held by any Agent need be segregated except as required by law. 21.2 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, each Agent shall act solely as an agent of the Agents do Issuer, (and, in the circumstances referred to in subclause 2.6 above, the Trustee) and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Receipts, Coupons or Talons. 21.3 Each Agent undertakes to the Issuer to perform its duties, and shall not have be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 4 in the case of the Principal Paying Agent and the Registrar), the Conditions and the Programme Manual, and no implied duties or obligations shall be read into any obligation towards them except of those documents against any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Agents (other than the Principal Paying Agent) agrees that all funds held if any information that is required by the Fiscal Principal Paying Agent for payment of principal of or interest on and the Notes shall be held for payment Registrar to perform the duties set out in Schedule 4 becomes known to it, it will promptly provide such information to the Noteholders Principal Paying Agent and shall be applied as set forth herein the Registrar. 21.4 The Principal Paying Agent and in the Conditions. Except as otherwise required Registrar may (at, subject to (to the extent reasonably practicable and permitted by applicable lawlaw and/or regulation) the Issuer’s prior agreement in writing, no Agent will be required to segregate any funds held by it hereunder from any the expense of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may Issuer, provided such expenses are properly incurred) consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 21.5 Each Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not jointIssuer. 11.10 The Agents21.6 Any Agent and its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer as freely as if the Agent were not appointed under this Agreement and shall not in any way be liable to determine whether account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith. 21.7 The Issuer shall provide the Principal Paying Agent and the Registrar with a deduction or withholding is or will be required from any payment to be made in respect certified copy of the Notes or otherwise list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to procure that such deduction be authorised or withholding is made if any additional person becomes authorised together, in a timely manner the case of an additional authorised person, with evidence satisfactory to the appropriate Authorities Principal Paying Agent and the Registrar that the person has been authorised. 21.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer, the Trustee and each of the Agents shall promptly notify each relevant Agent upon determining be entitled to treat the bearer of any Bearer Note, Receipt or becoming aware Coupon and the registered holder of such requirement. The Issuer any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 21.9 None of the Agents shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which have any payment for which a deduction obligation or withholding is required of duty (i) to monitor or inquire as to the amount performance of such deduction the Issuer of its obligations under the Notes, this Agreement or withholding and (ii) the any other relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.documents or

CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by the Company for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any instructionright of set-off, without liability, if lien or similar claim in respect thereof; (b) as provided in subclause (2) below; and (c) that it shall not be liable to account to the instructions received are conflicting, unclear or equivocalCompany for any interest thereon except as otherwise agreed between the Company and the Agent. 11.6 (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents do shall act solely as agents of the Company and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, and shall not have any obligation towards them Receipts, Coupons or Talons, except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held Paying Agents for payment to the Noteholders and shall be held in trust, to be applied as set forth herein herein, but need not be segregated from other funds except as required by law; provided, however, that monies paid by the Company to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of one year after such principal or interest shall become due and payable shall be repaid to the Company as provided and in the Conditions. Except as otherwise required by applicable law, no manner set forth in the Notes where upon all liability of the Agent will be required to segregate any funds held by it hereunder from any of its other fundswith respect thereto shall cease. 11.7 Nothing herein (3) The Agent and the Paying Agents hereby undertake to the Company to perform such obligations and duties, and shall be deemed obliged to require any Agent to advance its own funds perform such duties and only such duties, as are herein, in the performance of its Conditions and in the Procedures Memorandum specifically set forth, and no implied duties hereunderor obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents. 11.8 (4) The Agents Agent may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The (5) Each of the Agent and the Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Company or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such Agent, sent by the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations proper party or parties or upon written instructions from the Company. (6) Any of the Agent and the Paying Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Company as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. 11.11 (7) The Issuer undertakes that: (a) it will Company shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorized to determine whether a deduction or withholding is or will be required from any payment to be made in respect execute documents and take action on behalf of the Notes or otherwise Company in connection with this Agreement and to procure that such deduction or withholding is made shall notify the Agent immediately in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware writing if any of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent persons ceases to be able so authorized or if any additional person becomes so authorized together, in the case of an additional authorized person, with a certified copy of the revised list of persons authorized to make such paymentexecute documents and take action on behalf of the Company.

CONDITIONS OF APPOINTMENT. 11.1 The 20.1 Subject as provided in Clause 20.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer will pay for the purposes of this Agreement in the same manner as other money paid to a banker and not subject to the Agents a remuneration FCA Client Money Rules, by its customers and shall not be liable to account to the Issuer for all services rendered hereunder any interest or other amounts in respect of the money. No money held by the Agents any Agent need be segregated except as required by law. 20.2 In acting under this Agreement and in connection with the Notes together Notes, the Agents shall act solely as agents of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by owners or holders of the Agents and the IssuerNotes. 11.2 The Issuer will indemnify and hold harmless each 20.3 No Paying Agent shall exercise any right of the Agents set-off, lien or similar claim against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action holders of Notes in respect of any moneys payable to or demand which may be made against by it under the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry terms of this Agreement. 11.5 20.4 Except as requested by a registered holder of any Note in writing or otherwise ordered by a court of competent jurisdiction or required by law, each of the Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest therein, any writing thereon by any person or any notice of any previous theft or loss of the Note). 20.5 The Agents shall be obliged to perform such duties and only such duties as are set out in this Agreement and the Notes and no implied duties or obligations shall be read into this Agreement or the Notes against the Agents. 20.6 The Agents may consult, at the expense of the Issuer, with legal and other professional advisers and they shall not be liable in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with the advice and opinion of those advisers. 20.7 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, telex or other paper or document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with or upon written instructions from the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agentsIssuer. Each of the Agents shall be Agent is entitled to do refrain from acting under any instructionnothing, without liability, liability (i) if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and equivocal instructions are received or (ii) in connection order to comply with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no provided that if the Agent does nothing pursuant to this sentence, it will be required use its best efforts to segregate any funds held by it hereunder from any notify the relevant parties of its other fundssuch inaction. 11.7 Nothing herein shall 20.8 Any of the Agents, their officers, directors, employees or controlling persons, may become the owner of, or acquire any interest in, the Notes with the same rights that it or he would have if the Agent concerned were not appointed under this Agreement, and may engage or be deemed to require interested in any financial or other transaction with the Issuer, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or other obligations of the Issuer, as freely as if the Agent to advance its own funds in the performance of its duties hereunderwere not appointed under this Agreement. 11.8 20.9 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Fiscal Agent shall not be under any obligation to take any action hereunder under this Agreement which it expects will result in any expense or liability of such Agentaccruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The obligations . 20.10 Notwithstanding anything else herein contained, the Agent may, following receipt of advice from internal and, to the extent permissible and/or practicable, external counsel, a summary of which shall, where permissible, promptly be made available to the Issuer in an appropriate format in order to enable an informed discussion to take place between the Agents hereunder are several and not joint. 11.10 The the Issuer, and/or the Agents, their affiliates refrain without liability from doing anything that would be, or would in its reasonable opinion having considered the advice from such counsel present a substantial risk of being, contrary to any applicable law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it, England and their respective officers Wales) or any applicable directive or regulation of any agency of any such state or jurisdiction and employeesmay without liability do anything which is, in their individual or any other capacityits reasonable opinion having considered the advice from such counsel, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time necessary to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction law, directive or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentregulation.

CONDITIONS OF APPOINTMENT. 11.1 The 17.1 Subject as provided in subclause 17.3, the Agents shall be entitled to deal with moneys paid to it by the Issuer will pay for the purposes of this Agreement in the same manner as other moneys paid to a banker by its customers and shall not be subject to the UK FCA Client Money Rules. The Agents a remuneration shall not be liable to account to the Issuer for all services rendered hereunder any interest or other amounts in respect of the moneys. No moneys held by the Agents any Paying Agent need be segregated except as required by law. 17.2 In acting under this Agreement and in connection with the Notes together and the Coupons the Agents shall act solely as agents of the Issuer and will not assume any fiduciary duties or other obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by owners or holders of the Agents and Notes or the IssuerCoupons. 11.2 The Issuer will indemnify and hold harmless each 17.3 No Paying Agent shall exercise any right of the Agents set-off or lien against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action holders of Notes or demand which may be made against Coupons in respect of any moneys payable to or by it under the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry terms of this Agreement. 11.5 17.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law, each of the Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership, trust or any interest or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon) and shall not be required to obtain any proof thereof as to the identity of such bearer. 17.5 The Agents shall be obliged to perform such duties and only such duties as are set out in this Agreement and the Notes and no implied duties or obligations shall be read into this Agreement or the Notes against the Agents. The obligations of the Agents hereunder are several and not joint. 17.6 The Fiscal Agent may consult with legal and other professional advisers at the expense of the Issuer, and the opinion of the advisers shall be full and complete protection in respect of action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers. 17.7 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the Issuer or any other document or information from any electronic or other source which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties in accordance or upon written instructions from the Issuer or any persons authorised by the Issuer. 17.8 Any of the Agents, their officers, directors or employees may become the owner of, or acquire any interest in, Notes or Coupons with the provisions hereofsame rights that it or he would have if the Agent concerned were not appointed under this Agreement, except such and may engage or be interested in any financial or other transaction with the Issuer, and may act on, or as may result from its own gross negligence depositary, trustee or wilful misconduct agent for, any committee or that body of its officers, employees holders of Notes or agents. Each Coupons or other obligations of the Agents shall be entitled to do refrain from acting under any instructionIssuer, without liability, as freely as if the instructions received are conflicting, unclear or equivocalAgent were not appointed under this Agreement. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 17.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall not be under any obligation to take any action hereunder under this Agreement which it expects will result in any expense or liability of such Agentaccruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations . 17.10 Under no circumstances will the Agents be liable for any consequential loss (including loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever, in each case however caused or arising and whether or not foreseeable, even if advised of the Agents hereunder are several and possibility of such loss or damage. No Agent shall be liable for any loss caused by events beyond its control including, but not jointlimited to, acts of God. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 17.11 The Issuer undertakes that: (a) it will shall provide to any the Fiscal Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a copy of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made list of Authorised Persons in respect of the Notes or otherwise Issuer in connection with this Agreement and shall notify the Fiscal Agent as soon as practicable in writing if any of such persons ceases to procure that be so authorised or if any additional person becomes an Authorised Person. Unless and until notified of any such deduction or withholding is made change, the Fiscal Agent shall be entitled to rely upon the list of Authorised Persons delivered to it most recently and all instructions given in a timely manner accordance with such list shall be binding upon the Issuer. 17.12 Without prejudice to the appropriate Authorities and Issuer’s obligations pursuant to Condition 7, notwithstanding any other provision of this Agreement, the Agents shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior be entitled to the date on which any payment for which make a deduction or withholding is from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by any Applicable Law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the Notes (the Applicable Law), in which event the Agents shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. The Agents shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. 17.13 No provision of this Agreement shall require any Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. 17.14 Notwithstanding anything to the contrary in this Agreement, the Agents shall not be liable to any person for any matter or thing done or omitted in any way in connection with this Agreement or the Notes save in relation to its own negligence, wilful default or fraud. 17.15 None of the Agents has (i) any responsibility to monitor compliance by any other party or to take any steps to ascertain whether any relevant event under this Agreement or any other document relating to the amount of such deduction or withholding Notes has occurred, and (ii) any liability to any person for any loss arising from any breach by that party or any such event. 17.16 In no case will the relevant Authorities Agents be required or obliged to whom do anything which would from time to time be illegal or contrary to any rules or regulations and/or policies applicable to it. 17.17 In acting under this Agreement, the Agents are acting solely as agents of the Issuer and do not assume any obligation or duty to, or any relationship of agency or trust for or with, the Noteholders or the Couponholders. 17.18 All money the Fiscal Agent holds for the Issuer under this Agreement in an account with itself is held by it as banker and not as trustee and as a result the money will not be held in accordance with the client money rules of the Financial Conduct Authority. 17.19 The Agents shall be entitled to do nothing, without liability if conflicting, unclear or equivocal instructions are received or in order to comply with any Applicable Law. 17.20 Notwithstanding anything else herein contained, the Agents may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to Germany, the European Union, the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such amount should be paid. The Issuer shall provide state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such Agent with all information required for such Agent to be able to make such paymentlaw, directive or regulation.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from 5.1 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Relevant Notes, the Agents do Calculation Agent shall act solely as an agent of the Issuer and, in the circumstances described in sub-clause 5.2, the Trustee and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Relevant Notes. 5.2 At any time after an Event of Default (as defined in the Conditions) or a Potential Event of Default (as defined in the Conditions) shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 9 of the Trust Deed to the relevant Noteholders (as defined in the Conditions), the Trustee may by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the 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 payment of out-of-pocket expenses of the Calculation Agent shall not have any obligation towards them except that all funds be limited to the amounts for the time being held by the Fiscal Agent for payment of principal of or interest Trustee on the trusts of the Trust Deed in respect of the Notes shall be held of the relevant Series and available for payment the purpose) and thereafter to the Noteholders hold all documents and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds records held by it hereunder from any in respect of its other funds.Notes on behalf of the Trustee; or 11.7 Nothing herein (b) to deliver up all documents and records held by it in respect of Notes to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to require apply to any documents or records which the Calculation Agent is obliged not to advance its own funds in the performance of its duties hereunderrelease by any law or regulation. 11.8 5.3 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstances. 5.4 The Agents Calculation Agent may consult with and, at the cost of the Issuer, employ legal and other professional advisers selected in good faith (provided such terms are agreed with the Issuer and satisfactory to them any such costs are properly incurred and documented and invoices are provided) and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of the advisers. The Calculation Agent will, where reasonably practicable, notify the Issuer prior to engaging such legal or professional advisers. 11.9 5.5 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or the Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Issuer or the Agents hereunder are several and not jointTrustee. 11.10 5.6 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents it or he would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of as freely as if the Notes or otherwise in connection with Calculation Agent were not appointed under this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgreement.

CONDITIONS OF APPOINTMENT. 11.1 (a) The Issuer will pay Fiscal Agent shall be entitled to deal with money paid to it by the Bank for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (i) that it shall not exercise any right of setoff, lien or similar claim in respect thereof; (ii) as provided in Section 22(b) below; and (iii) that it shall not be liable to account to the Agents a remuneration Bank for all services rendered any interest thereon except as otherwise agreed in writing between the Bank and the Fiscal Agent. (b) In acting hereunder by the Agents and in connection with the Notes together Notes, the Fiscal Agent shall act solely as the agent of the Bank and will not thereby assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed Owners or Holders of the Notes, except that all funds held by the Agents Fiscal Agent for payment to the Holders shall be held in trust and the Issuerapplied as set forth herein, but need not be segregated from other funds except as required by law. 11.2 (c) The Issuer will indemnify Fiscal Agent hereby undertakes to the Bank to perform such obligations and hold harmless each of duties, and shall be obligated to perform such duties and only such duties, as are specifically set forth herein and in the Agents against any lossNotes, liability and no implied duties or expense which it may incur or any claim, action or demand which may obligations shall be made against it arising out of or in connection with such Agent’s appointment read into this Agreement or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on Notes against the part of such Fiscal Agent. 11.3 Each (d) The Fiscal Agent will indemnify may consult with legal and hold harmless other professional advisers of its selection and the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part written opinion of such Agent (advisers, rendered in good faith, shall be full and complete protection with respect to any action taken, omitted or such Agent’s officers, employees or agents) suffered hereunder in good faith and arising out of or in connection accordance with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility opinion of such loss or damagesadvisers. 11.4 (e) The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents Fiscal Agent shall be protected and shall incur no liability for or in with respect of to any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the Issuer Bank or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as an Authorized Representative. (f) The Fiscal Agent may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each execute any of the Agents trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys. (g) Other than as a result of fraud for which there shall be entitled to do refrain from acting under no limitation, in no event shall the Fiscal Agent be responsible or liable for special or punitive loss or damage of any instructionkind whatsoever (including, without liabilitybut not limited to, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship loss of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held profit) arising out of a breach by the Fiscal Agent of any provision of this Agreement, irrespective of whether the Fiscal Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Other than as a result of fraud for payment of principal of or interest on the Notes which there shall be held no limitation, in no event shall the Bank be responsible or liable for payment to special or punitive loss or damage of any kind whatsoever (including, but not limited to, loss of profit) arising out of a breach by the Noteholders Bank of any provision of this Agreement, irrespective of whether the Bank has been advised of the likelihood of such loss or damage and shall be applied as set forth herein and in regardless of the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any form of its other fundsaction. 11.7 Nothing herein shall be deemed to require any (h) The Fiscal Agent to advance and its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal officers, directors and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, employees may become the owner Owner of, or acquire any interest in, any Notes with Notes, and shall have the same rights that the Agents it or he would have it they if the Fiscal Agent were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to Bank and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days committee or body of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction Holders or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to any other obligations of the appropriate Authorities and shall promptly notify each relevant Bank as freely as if the Fiscal Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentwere not appointed hereunder.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 21.1 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any claimright of set-off, action lien or demand which may be made against similar claim in respect of the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent money; and (or such Agent’s officers, employees or agentsb) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent that it shall not be liable to account to the Issuer or any other person the Guarantor for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to interest on the possibility of such loss or damagesmoney. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from 21.2 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, each Agent shall act solely as an agent of the Agents do Issuer and the Guarantor (and, in the circumstances referred to in subclause 2.6 above, the Trustee) and will not assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes Coupons or Talons. 21.3 Each Agent undertakes to the Issuer and the Guarantor to perform its duties, and shall not have be obliged to perform the duties and only the duties, specifically stated in this Agreement (including Schedule 5 in the case of the Principal Paying Agent and the Registrar), the Conditions and the Procedures Memorandum, and no implied duties or obligations shall be read into any obligation towards them except of those documents against any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Agents (other than the Principal Paying Agent) agrees that all funds held if any information that is required by the Fiscal Principal Paying Agent for payment of principal of or interest on and the Notes shall be held for payment Registrar to perform the duties set out in Schedule 5 becomes known to it, it will promptly provide such information to the Noteholders Principal Paying Agent and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other fundsRegistrar. 11.7 Nothing herein shall be deemed to require any 21.4 The Principal Paying Agent to advance its own funds in and the performance of its duties hereunder. 11.8 The Agents Registrar may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No 21.5 Each Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or the Guarantor or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Issuer or the Agents hereunder are several and not jointGuarantor. 11.10 The Agents21.6 Any Agent and its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents they would have it they had if the Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to and/or the Guarantor and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer to determine whether or the Guarantor as freely as if the Agent were not appointed under this Agreement. 21.7 The Issuer and the Guarantor shall provide the Principal Paying Agent and the Registrar with a deduction or withholding is or will be required from any payment to be made in respect certified copy of the Notes or otherwise list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent and the Registrar immediately in writing if any of those persons ceases to procure be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that the person has been authorised. 21.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer, the Guarantor, the Trustee and each of the Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 21.9 The amount of the Programme may be increased by the Issuer and the Guarantor in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. 21.10 Notwithstanding any provision of this Agreement to the contrary, no Agent shall in any event be liable for indirect, punitive or consequential loss or special damages or other damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if such deduction Agent has been advised of the likelihood of such loss or withholding damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise. 21.11 Each party to this Agreement shall, within ten business days of a timely manner written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party’s compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this subclause 21.11 to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of extent that: (i) any such form, documentation or other information (or the amount of information required to be provided on such deduction form or withholding documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the relevant Authorities reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21.11, Applicable Law shall be deemed to whom such amount should be paid. The Issuer shall provide such Agent include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with all information required for such Agent which it is accustomed to be able to make such payment.comply; (ii) any agreement between any Authorities; and

CONDITIONS OF APPOINTMENT. 11.1 The Paying Agent shall (a) hold all sums received from the Issuer will in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of the Trustee until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture provided that the Paying Agent may use such money as a banker in the ordinary course of business and without accounting for profits; (b) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment of principal of or premium or interest on the Notes; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Agents a remuneration Trustee all sums held by it in trust for all services rendered hereunder by payment in respect of the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the IssuerNotes. 11.2 The Issuer will indemnify and hold harmless each of No monies held by the Agents against any lossPaying Agent need be segregated, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agentexcept as required by law. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the NoteholdersPaying Agent, Transfer Agent, and Registrar shall act solely as agent of the Issuer and, save solely in respect of its obligations under clause 11.1 hereof, shall not have any obligations towards or relationship of agency, or trust with any of the holders of the Notes or the Trustee. 11.4 The Paying Agent, Transfer Agent, and Registrar shall be obliged to perform such duties and only such duties as are specifically set out in this Agreement. No implied duties or obligations shall be read into such document. The Paying Agent, Transfer Agent, and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the date hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. The Paying Agent, Transfer Agent, and Registrar shall not be under any obligation towards them except that all funds held to take any action hereunder which either party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Transfer Agent, or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the Fiscal Agent register of Notes maintained by the Registrar) as the absolute owner thereof for payment of principal of all purposes (whether or interest on the Notes shall be held for payment not it is overdue and notwithstanding any notice to the Noteholders contrary or any notice of ownership, trust, or any interest in it, any writing on it, or its theft or loss) and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will not be required to segregate obtain any funds held by it hereunder from any proof thereof or as to the identity of its other fundsthe bearer or holder. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 11.6 The Agents Paying Agent, Transfer Agent, and Registrar may consult with any legal and or other professional advisers (who may be an employee of or legal adviser to the Issuer) selected by it, at the cost of the Issuer, provided that the fees of any such counsel shall be agreed to by the Issuer (acting reasonably) in good faith and satisfactory to them advance, and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted omitted, or suffered hereunder in good faith and without negligence and in accordance with the written opinion of such advisers. 11.9 11.7 The Agents Paying Agent, Transfer Agent, and Registrar shall be obliged protected and shall incur no liability for or in respect of any action taken, suffered, or omitted by it in reliance upon any instruction, request, or order from the Issuer or upon any Note, notice, resolution, direction, consent, certificate, affidavit, statement, telex, facsimile transmission, or other document or information from any electronic or other source reasonably believed by it to perform such duties be genuine and only such duties as are herein specifically set forthto have been signed or otherwise given or disseminated by the proper party or parties, even if it is subsequently found not to be genuine or to be incorrect. 11.8 The Paying Agent, Transfer Agent, and no implied duties Registrar, whether acting for itself or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become will not be precluded from becoming the owner of, or acquire acquiring any interest in, holding, or disposing of any Notes Note or any shares or other securities of the Issuer or any of its subsidiaries, holding, or associated companies (each a “Connected Company”), with the same rights that the Agents as it would have had if it they were not acting as Paying Agent, Transfer Agent, or Registrar, as applicable, or from entering into or being interested in any contracts or transactions with any Connected Company or from acting on, or as depositary, trustee, or agent for, any committee or body of holders of any securities of any Connected Company and will not be liable to account for any profit. 11.9 The Paying Agent shall not be required to make any payments to any holder of a Note if under any laws or regulations affecting the Agents Paying Agent, such payment is not permitted. In the event of any such laws or regulations affecting the Paying Agent coming to the attention of the Paying Agent it shall forthwith notify the Issuer and the Trustee. 11.10 The Issuer shall use commercially reasonable efforts to do or cause to be done all such acts, matters and things and shall make available all such documents as shall be necessary or desirable to enable the Paying Agent, Transfer Agent, and Registrar to fully comply with and carry out its respective duties and obligations hereunder. 11.11 The Issuer undertakes that:In no event shall the Paying Agent, Transfer Agent, or Registrar or any of its affiliates or any of their respective officers, directors, employees, agents, advisors, or representatives (collectively, “Agent Parties”) have any liability for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses, or expenses (whether in tort, contract or otherwise), except to the extent the liability of the Paying Agent, Transfer Agent, or Registrar is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, willful misconduct or fraud of the Paying Agent, Transfer Agent, or Registrar or their Agent Parties. 11.12 Notwithstanding anything contained in this Agreement to the contrary, the Paying Agent, Transfer Agent, and the Registrar shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control including, without limitation, (ai) it will provide any governmental activity (whether de jure or de facto), act of authority (whether lawful or unlawful), compliance with any governmental or regulatory order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure, requisition, nationalization, or the imposition of currency or currency control restrictions; (ii) any failure of or the effect of rules or operations of any funds transfer, settlement or clearing system, interruption, loss or malfunction of utilities, communications, or computer services or the payment or repayment of any cash or sums arising from the application of any law or regulation in effect now or in the future, or from the occurrence of any event in the country in which such cash is held which may affect, limit, prohibit, or prevent the transferability, convertibility, availability, payment, or repayment of any cash or sums until such time as such law, regulation, or event shall no longer affect, limit, prohibit, or prevent such transferability, convertibility, availability, payment, or repayment (and in no event, other than as provided in the Notes, shall the Paying Agent be obliged to any Agent all documentation and other information required substitute another currency for a currency whose transferability, convertibility, or availability has been affected, limited, prohibited, or prevented by such Agent from time law, regulation, or event or be obliged to time pay any penalty interest); (iii) any strike or work stoppage, go slow, occupation of premises, other industrial action, or dispute or any breach of contract by any essential personnel; (iv) any equipment or transmission failure or failure of applicable banking or financial systems; (v) any war, armed conflict including but not limited to comply hostile attack, hostilities, or acts of a foreign enemy; (vi) any riot, insurrection, civil commotion or disorder, mob violence, or act of civil disobedience; (vii) any act of terrorism or sabotage; (viii) any explosion, fire, destruction of machines, equipment or any kind of installation, prolonged breakdown of transport, radioactive contamination, nuclear fusion or fission, or electric current; (ix) any epidemic, natural disaster (such as but not limited to violent storm, hurricane, blizzard, earthquake, landslide, tidal wave, flood, damage or destruction by lightning, or drought); or (x) any other act of God, it being understood that Paying Agent, Transfer Agent, and Registrar shall use reasonable efforts to resume performance as soon as practicable under the circumstances. 11.13 Pursuant to and in accordance with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent the procedures set forth in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility Article VIII of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of Indenture (i) the amount Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent, such deduction or withholding sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Paying Agent; and, upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money, and (ii) any money deposited with the relevant Authorities Paying Agent in trust for the payment of the principal of or any premium or interest on the Notes remaining unclaimed for two years after such principal, premium, or interest has become due and payable shall be paid to whom such amount should be paid. The the Issuer shall provide such on the Issuer’s request and all liability of the Paying Agent with all information required for respect to such Agent to be able to make such paymenttrust money shall thereupon cease.

CONDITIONS OF APPOINTMENT. 11.1 (1) The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under deal with money paid to it by an Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any instructionright of set-off, without liability, if lien or similar claim in respect thereof; and (b) as provided in sub-clause (2) below; and (c) that it shall not be liable to account to the instructions received are conflicting, unclear or equivocalrelevant Issuer for any interest thereon. 11.6 (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents do shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Receipts, Coupons or Talons. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall not have any obligation towards them except that all funds held by be obliged to perform such duties and only such duties as are herein, in the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders Terms and shall be applied as set forth herein Conditions and in the Conditions. Except as otherwise required by applicable lawProcedures Memorandum specifically set forth and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents, no Agent will be required other than the duty to segregate any funds held by it hereunder from any of its other fundsact honestly and in good faith. 11.7 Nothing herein shall be deemed to require any (4) The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The (5) Each of the Agent and the Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the relevant Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such Agent, sent by the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations proper party or parties or upon written instructions from the relevant Issuer. (6) Any of the Agent and the Paying Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest inin any Notes, any Notes Receipts, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder, and may engage or be interested in any financial or other transactions with the Agents relevant Issuer and may act on, or as depositary, trustee or agent for, any committee or body of Noteholders or Couponholders or in connection with any other obligations of the relevant Issuer as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. 11.11 (7) The relevant Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorized to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to procure be so authorized or if any additional person becomes so authorized together, in the case of an additional authorized person, with evidence satisfactory to the Agent that such deduction person has been so authorized, provided, however, that the Agent shall not incur any liability for any losses, claims or withholding is made in a timely manner damages resulting from the relevant Issuer's failure to provide such notification to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentAgent.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay (1) Save as provided in subclause 2(3) and in subclause (3) of this Clause, each Paying Agent shall be entitled to the Agents a remuneration for all services rendered hereunder deal with money paid to it by the Agents relevant Issuer for the purpose of this Agreement in connection with the Notes together with any expenses incurred same manner as separately agreed other money paid to a banker by its customers except: (a) as provided in a fee letter dated as at the date hereof and executed by the Agents and the Issuer.subclause (2) below; and 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which (b) that it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent shall not be liable to account to the relevant Issuer or any other person for any consequential loss (being loss of businessinterest thereon, goodwilland as a result, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall money will not be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties held in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocalClient Money Rules. 11.6 (2) In acting hereunder and in connection with the Notes, the Programme Agents do shall act solely as agents of the relevant Issuer (or in the circumstances described in subclause 2(3) above, the Trustee) and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, and shall not have any obligation towards them Receipts, Coupons or Talons, except that all funds held by the Fiscal a Paying Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders Noteholders, Receiptholders and Couponholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other funds except as required by law. (3) None of the Programme Agents shall exercise any right of set-off or lien against an Issuer in respect of any moneys payable to or by it under the terms of this Agreement. (4) The Agent and the other Paying Agents hereby undertake to each Issuer and the Trustee to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix 3 in the case of the Agent and the Registrar), in the Conditions and in the ConditionsProcedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement, the Trust Deed or the Notes against the Agent and the other Paying Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent and the Registrar to perform the duties set out in Appendix 3 becomes known to it, no it will promptly provide such information to the Agent will be required to segregate any funds held by it hereunder from any of its other fundsand the Registrar. 11.7 Nothing herein shall be deemed to require any (5) The Agent to advance its own funds in and the performance of its duties hereunder. 11.8 The Agents Registrar may consult with legal and other professional advisers selected in good faith and satisfactory with the prior consent of the relevant Issuer (such consent not to them be unreasonably withheld) and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisersadvisers Provided always however that in the event that the Agent requires to consult with legal or other professional advisers at a time when the relevant Issuer cannot be contacted for the purposes of obtaining its prior consent, the Agent shall as soon as practicable following such consultation inform the relevant Issuer thereof. 11.9 The (6) Each of the Programme Agents shall be obliged protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the relevant Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to perform such duties be genuine and only such duties as are herein specifically set forthto have been delivered, signed or sent by the proper party or parties or upon written instructions from the relevant Issuer. (7) Any of the Programme Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that they have if the relevant Programme Agent concerned were not appointed hereunder, and no implied duties may engage or be interested in any financial or other transaction with the relevant Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes, Receipts, Coupons or Talons or in connection with any other obligations of the relevant Issuer as freely as if the relevant Programme Agent were not appointed hereunder. (8) For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be read into conclusive and binding for all purposes save in the case of manifest error) shall be treated by the relevant Issuer, the Trustee, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such Notes for which purpose the bearer of the Global Note (or the Trustee in accordance with the Trust Deed) shall be treated by the relevant Issuer, the Trustee, the Agent and any other Paying Agent as the holder of such Notes in accordance with and subject to its terms (and the expressions “Noteholder”, “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and/or Clearstream, Luxembourg, as the case may be. (9) The relevant Issuer shall provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement against and their specimen signatures and shall notify the Agents. No Agent and the Registrar immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that such person has been so authorised. (10) The relevant Issuer shall, forthwith upon becoming aware of the same, give notice to the Agent of any change of the Trustee. (11) None of the Programme Agents shall be under any obligation to take any action hereunder under this Agreement (i) which may be illegal or contrary to applicable law or regulation or (ii) which it expects will result in any expense expense, loss, charge or liability of such Agentaccruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it. The obligations . (12) None of the Programme Agents hereunder are several and not joint. 11.10 The Agentsshall have any obligation or duty (i) to monitor or inquire as to the performance of the relevant Issuer of its obligations under the Notes, their affiliates and their respective officers and employees, in their individual this Agreement or any other capacity, may become relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunderhas occurred. 11.11 The Issuer undertakes that: (a13) it will provide Each party to any Agent all this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information required relating to it, its operations or any Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Agent from time party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to time provide any forms, documentation or other information pursuant to comply with this subclause 21(13) to the extent that: (i) any Applicable Law forthwith upon request such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such Agentparty using reasonable efforts; and or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) it will notify any relevant Agent in writing within 30 days fiduciary duty; or (c) duty of any change that affects confidentiality. For the Issuer’s tax status pursuant to any purposes of this subclause 21(13), “Applicable Law. It ” shall be the sole responsibility of the Issuer deemed to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of include (i) the amount any rule or practice of such deduction any Authority by which any party to this Agreement is bound or withholding and with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that is customarily entered into by institutions of a similar nature. In this subclause 21(13) “Applicable Law” and “Authority” shall have the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentmeanings set out in subclause 6(10) above.

CONDITIONS OF APPOINTMENT. 11.1 13.1 The Paying Agent shall (a) hold all sums received from the Issuer will in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture provided that the Paying Agent may use such money as a banker in the ordinary course of business and without accounting for profits; (b) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment of principal of or premium or interest on the Notes; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Agents a remuneration Trustee all sums held by it in trust for all services rendered hereunder by the Agents in connection with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or payment in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent Notes. 13.2 No monies held by the proper party or parties in accordance with the provisions hereof, Paying Agent need be segregated except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from required by law. 13.3 In acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder this Agreement and in connection with the Notes, the Agents do not assume any relationship Paying Agent, Calculation Agent, Transfer Agent and Registrar shall act solely as agent of agency and trust for the NoteholdersIssuer and, and save solely in respect of its obligations under clause 13.1 hereof, shall not have any obligations towards or relationship of agency or trust with any of the holders of the Notes or the Trustee. 13.4 The Paying Agent, Calculation Agent, Transfer Agent and Registrar shall be obliged to perform such duties and only such duties as are specifically set out in this Agreement. No implied duties or obligations shall be read into such document. The Paying Agent, Calculation Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the date hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. The Paying Agent, Calculation Agent, Transfer Agent and Registrar shall not be under any obligation towards them except that all funds held to take any action hereunder which either party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Calculation Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. 13.5 Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agent shall be entitled to treat the holder of any Note (as evidenced by the Fiscal Agent register of Notes maintained by the Registrar) as the absolute owner thereof for payment of principal of all purposes (whether or interest on the Notes shall be held for payment not it is overdue and notwithstanding any notice to the Noteholders contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will not be required to segregate obtain any funds held by it hereunder from any proof thereof or as to the identity of its other fundsthe bearer or holder. 11.7 Nothing herein shall be deemed to require any 13.6 The Paying Agent, Calculation Agent, Transfer Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents and Registrar may consult with any legal and or other professional advisers (who may be an employee of or legal adviser to the Issuer) selected by it, at the cost of the Issuer, provided that the fees of any such counsel shall be agreed to by the Issuer (acting reasonably) in good faith and satisfactory to them advance, and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the written opinion of such advisers. 11.9 13.7 The Agents Paying Agent, Calculation Agent, Transfer Agent and Registrar shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder which taken, suffered or omitted by it expects will result in reliance upon any expense instruction, request or liability of such order from the Issuer or upon any Note, notice, resolution, direction, consent, certificate, affidavit, statement, telex, facsimile transmission or other document or information from any electronic or other source reasonably believed by it to be genuine and to have been signed or otherwise given or disseminated by the proper party or parties, even if it is subsequently found not to be genuine or to be incorrect. 13.8 The Paying Agent, the payment of which within a reasonable time is notCalculation Agent, Transfer Agent and Registrar, whether acting for itself or in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become will not be precluded from becoming the owner of, or acquire acquiring any interest in, holding or disposing of any Notes Note or any shares or other securities of the Issuer or any of its subsidiaries, holding or associated companies (each a “Connected Company”), with the same rights that the Agents as it would have had if it they were not acting as Paying Agent or from entering into or being interested in any contracts or transactions with any Connected Company or from acting on, or as depositary, trustee or agent for, any committee or body of holders of any securities of any Connected Company and will not be liable to account for any profit. 13.9 The Paying Agent shall not be required to make any payments to any holder of a Note if under any laws or regulations affecting the Agents Paying Agent, such payment is not permitted. In the event of any such laws or regulations affecting the Paying Agent coming to the attention of the Paying Agent it shall forthwith notify the Issuer and the Trustee. 13.10 The Issuer shall do or cause to be done all such acts, matters and things and shall make available all such documents as shall be necessary or desirable to enable the Paying Agent, Calculation Agent, Transfer Agent and Registrar to fully comply with and carry out its respective duties and obligations hereunder. 11.11 The Issuer undertakes that:13.11 In no event shall the Paying Agent, Calculation Agent, Transfer Agent or Registrar or any of its affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (collectively, “Agent Parties”) have any liability for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise), except to the extent the liability of the Paying Agent, Calculation Agent, Transfer Agent or Registrar is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, wilful misconduct or fraud of the Paying Agent, Calculation Agent, Transfer Agent or Registrar or their Agent Parties. 13.12 Notwithstanding anything contained in this Agreement to the contrary, the Paying Agent, Calculation Agent, Transfer Agent and the Registrar shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control including, without limitation, (ai) it will provide any governmental activity (whether de jure or de facto), act of authority (whether lawful or unlawful), compliance with any governmental or regulatory order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure, requisition, nationalisation or the imposition of currency or currency control restrictions; (ii) any failure of or the effect of rules or operations of any funds transfer, settlement or clearing system, interruption, loss or malfunction of utilities, communications or computer services or the payment or repayment of any cash or sums arising from the application of any law or regulation in effect now or in the future, or from the occurrence of any event in the country in which such cash is held which may affect, limit, prohibit or prevent the transferability, convertibility, availability, payment or repayment of any cash or sums until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such transferability, convertibility, availability, payment or repayment (and in no event, other than as provided in the Notes, shall the Paying Agent be obliged to any Agent all documentation and other information required substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such Agent from time law, regulation or event or be obliged to time pay any penalty interest); (iii) any strike or work stoppage, go slow, occupation of premises, other industrial action or dispute or any breach of contract by any essential personnel; (iv) any equipment or transmission failure or failure of applicable banking or financial systems; (v) any war, armed conflict including but not limited to comply hostile attack, hostilities, or acts of a foreign enemy; (vi) any riot, insurrection, civil commotion or disorder, mob violence or act of civil disobedience; (vii) any act of terrorism or sabotage; (viii) any explosion, fire, destruction of machines, equipment or any kind of installation, prolonged breakdown of transport, radioactive contamination, nuclear fusion or fission or electric current; (ix) any epidemic, natural disaster (such as but not limited to violent storm, hurricane, blizzard, earthquake, landslide, tidal wave, flood, damage or destruction by lightning, or drought); or (x) any other act of God. 13.13 Pursuant to and in accordance with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent the procedures set forth in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility Article 13 of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of Base Indenture (i) the amount Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent, such deduction or withholding sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Paying Agent; and, upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money and (ii) any money deposited with the relevant Authorities Paying Agent in trust for the payment of the principal of or any premium or interest on the Notes remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to whom such amount should be paid. The the Issuer shall provide such on the Issuer’s request and all liability of the Paying Agent with all information required for respect to such Agent to be able to make such paymenttrust money shall thereupon cease.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay to the Agents a remuneration for all services rendered hereunder by the Agents 5.1 In acting under this Agreement and in connection with the Notes together Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and, in the circumstances described in subclause 5.2, the Trustee and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes or the receipts or coupons (if any) appertaining to the Relevant Notes (the Receipts and the Coupons, respectively). 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders, the Trustee may by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Trustee 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 payment of out-of-pocket expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed Calculation Agent shall be limited to the amounts for the time being held by the Agents Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all documents and records held by it in respect of Notes, Receipts and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it in respect of Notes, Receipts and Coupons 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 Calculation Agent is obliged not to release by any law or regulation. 5.3 The Calculation Agent agrees to act as such for any Successor in Business (as defined in the Conditions), or any other Subsidiary of the Issuer (in each case, the Substituted Issuer) which for the time being is substituted as principal debtor in place of the Issuer pursuant to the Conditions and the Issuer. 11.2 The Issuer will indemnify Trust Deed and hold harmless each to enter into any agreement supplemental to this Agreement which in the opinion of the Agents against any loss, liability Trustee is necessary or expense which it may incur or any claim, action or demand which may be made against it arising out of or desirable in connection with such Agent’s appointment or substitution subject only to: (a) the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on Calculation Agent being satisfied that the part of Substituted Issuer has been accepted as such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Trustee; and (b) the Substituted Issuer or any claim, action or demand which may be made against being bound by all the Issuer resulting from the gross negligence or wilful misconduct on the part provisions of such Agent (or such Agent’s officers, employees or agents) and arising out this Agreement in place of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable addition to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damagespredecessor Substituted Issuer. 11.4 The indemnities above shall survive the termination or expiry 5.4 In relation to each issue of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction or communication from the Issuer or any document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Relevant Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Calculation Agent for payment of principal of or interest on the Notes shall be held for payment obliged to perform the Noteholders duties and only the duties specifically stated in this Agreement and the Conditions and no implied duties or obligations shall be applied as set forth herein read into this Agreement or the Conditions against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any diligence of its other fundsa reasonably prudent expert in comparable circumstances. 11.7 Nothing herein shall be deemed to require any 5.5 The Calculation Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and without negligence and in accordance with the opinion of such the advisers. 11.9 5.6 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Calculation Agent shall be under any obligation to take protected and shall incur no liability in respect of any action hereunder taken, omitted or suffered in reliance on any instruction from the Issuer or the Trustee or any document which it expects will result in any expense reasonably believes to be genuine and to have been delivered by the proper party or liability of such Agent, on written instructions from the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of Issuer or the Agents hereunder are several and not jointTrustee. 11.10 5.7 The AgentsCalculation Agent and any of its officers, their affiliates directors and their respective officers and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that the Agents it or he would have it they had if the Calculation Agent were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to and may act on, or as depositary, trustee or agent for, any Agent all documentation and other information required by such Agent from time to time to comply committee or body of holders of Notes or Coupons or in connection with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreement. [Consider whether it is appropriate to determine whether a deduction or withholding include contractual recognition of bail-in where there is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentan EU 27 bank party.]

CONDITIONS OF APPOINTMENT. 11.1 19.1 The Issuer will pay Agent shall be entitled to the Agents a remuneration for all services rendered hereunder by the Agents in connection deal with the Notes together with any expenses incurred as separately agreed in a fee letter dated as at the date hereof and executed by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which money paid to it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against for the Issuer resulting from purpose of this Agreement in the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) same manner as other money paid to a banker by its customers and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent shall not be liable to account to the Issuer or any other person for any consequential loss interest thereon except: (being loss a) that it may not exercise any right of businessset-off, goodwill, opportunity lien or profitsimilar claim in respect of money paid to it by the Issuer; (b) even if advised moneys held by any Paying Agent need not be segregated except as required by law; and (c) as provided in subclause 19.2 below. 19.2 Notwithstanding Clause 19.1 above: (a) any sums paid to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or Agent in respect of any action taken, omitted or suffered in reliance upon any instruction or communication payment of principal and/or interest under the Notes which are received by the Agent pursuant to the terms of this Agreement prior to the due date therefor shall (provided prior notice of such payment is given to the Agent) be placed on deposit by the Agent from the date of receipt to such due date at the rate of interest offered by Citibank, N.A., London Branch, at its London office for overnight deposits and the Agent shall account to the Issuer in respect of any interest earned thereon; and (b) where any payment of principal is made to the Agent after the due date therefor or any document reasonably believed by it on or after accelerated maturity following an Event of Default, the Agent shall (provided prior notice of such payment is given to the Agent) place the amount of such payment on deposit from the date of such payment to the date on and after which payment is to be genuine made to the Noteholders in respect thereof pursuant to proviso (b) to clause 2.2 of the Trust Deed at the rate of interest offered by Citibank, N.A., London Branch, at its London office for overnight deposits and the Agent shall account to have been deliveredthe Issuer (or, signed or sent if so required by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each Trustee pursuant to clause 2.3(a) of the Agents shall be entitled Trust Deed, to do refrain from acting under the Trustee) in respect of any instruction, without liability, if the instructions received are conflicting, unclear or equivocalinterest earned thereon. 11.6 19.3 In acting hereunder and in connection with the Notes, the Agent and the other Paying Agents do shall act solely as agents of the Issuer (or, in the circumstances described in Clause 2.4 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency and or trust for or with any of the Noteholdersowners or holders of the Notes, Coupons or Talons. 19.4 The Agent and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes other Paying Agents shall be held for payment obliged to perform such duties and only such duties, as are herein (including Schedule 3 in the Noteholders and shall be applied as set forth herein case of the Agent), in the Conditions and in the ConditionsProcedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement, the Trust Deed or the Notes against the Agent and the other Paying Agents. Except as otherwise Each of the Paying Agents (other than the Agent) agrees that if any information that is required by applicable lawthe Agent to perform the duties set out in Schedule 3 becomes known to it, no Agent it will be required promptly provide such information to segregate any funds held by it hereunder from any the Agent. The obligations of its other fundsthe Paying Agents are several and not joint. 11.7 Nothing herein shall be deemed to require any 19.5 The Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisersadvisers save for manifest error and negligence. 11.9 The 19.6 Each of the Agent and the other Paying Agents shall be obliged to perform such duties protected and only such duties as are herein specifically set forth, and shall incur no implied duties liability for or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take in respect of any action hereunder taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Trustee, or any Note or Coupon, notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it expects will result in any expense reasonably believes to be genuine and to have been delivered, signed or liability of such Agent, sent by the payment of proper party or parties and which within a reasonable time is not, in its opinion, assured to it. The obligations not manifestly wrong or upon written instructions from the Issuer or the Trustee. 19.7 Any of the Agent and the other Paying Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers officers, directors and employees, in their individual or any other capacity, employees may become the owner of, or acquire any interest in, any Notes Notes, Coupons or Talons with the same rights that the Agents it or he would have it they if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. 11.11 19.8 The Issuer undertakes that: (a) it will shall provide to any the Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility a certified copy of the Issuer list of persons authorised to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to procure be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. 19.9 Except as ordered by a court of competent jurisdiction or as required by law and subject as provided in the next sentence, the Issuer, the Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Note, Coupon or Talon as the absolute owner thereof (whether or not such Note, Coupon or Talon shall be overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for the purpose of making payment thereon and for all other purposes but, in the case of a Global Note, without prejudice to the provisions as set out in the next sentence. For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (each an Accountholder) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Trustee, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal and interest on such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Trustee, the Agent and the other Paying Agents as the holder of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder, holder of Notes and related expressions shall be construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and/or Clearstream, Luxembourg, as the case may be. In order to exercise any rights in their capacity as Noteholders, Accountholders must exercise such rights through Euroclear or Clearstream, Luxembourg, either against presentation of the Global Note to or to the order of the Agent and against its endorsement by or on behalf of the Agent to reflect the exercise of such rights or, at the option of the Agent, by the production to the Agent of an undertaking from Euroclear and/or Clearstream, Luxembourg that they will not debit or transfer Notes from the account of that Accountholder until a certain time or date or before the occurrence of an identified condition precedent. 19.10 The Issuer shall forthwith give notice to the Agent of any change of the Trustee. 19.11 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any applicable law of any state or jurisdiction (including but not limited to the European Union, United States of America or any jurisdiction forming a part of it and England & Wales) or any applicable directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such applicable law, directive or regulation. 19.12 In relation to any issue of Subordinated Notes, the Issuer shall notify the Agent and the Trustee if at any time the Issuer gives (i) a Deferral Notice pursuant to Condition 6 of the Subordinated Notes that it will not be making a payment of interest in respect of such Subordinated Notes on any Interest Payment Date or (ii) a notice to the Noteholders pursuant to Condition 17 of the Subordinated Notes that all outstanding Deferred Interest will be satisfied, such notice to state the Deferred Interest Settlement Date. 19.13 Each party to this Agreement (other than the Trustee) shall, within ten Business Days of a written request by another party to this Agreement, supply to that other party such forms, documentation and other information relating to it, its operations, or any Notes as that other party to this Agreement reasonably requests for the purposes of that other party’s compliance with Applicable Law (including any reporting obligations under FATCA) or for the purposes of obtaining an exemption from, or reduction in the rate of, deduction or withholding of any taxes) and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is made (or becomes) inaccurate in a timely manner any material respect; provided, however, that no party to this Agreement shall be required to provide any forms, documentation or other information pursuant to this subclause 19.13 to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of extent that: (i) any such form, documentation or other information (or the amount of information required to be provided on such deduction form or withholding documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the relevant Authorities reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 19.13: of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymenttax.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay 21.1 Save as provided in Clause 2.3 and in this Clause 21, each Agent shall be entitled to deal with money paid to it by the Trustee for the purposes of this Agreement in the same manner as other money paid to a banker by its customers and shall not be liable to account to the Agents a remuneration Trustee or DIB for all services rendered hereunder any profit or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law and in the Agents event of its insolvency, the client money distribution and transfer rules of the United Kingdom Financial Conduct Authority will not apply to such money and so the person for whom it holds such money will not be entitled to share in any distribution under such client money distribution and transfer rules. 21.2 In acting under this Agreement and in connection with the Notes together Certificates, the Agents shall act solely as agents of the Trustee (or, for the limited purposes set out in Clause 2.3, the Delegate) and will not assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by the Agents and the IssuerCertificateholders. 11.2 The Issuer will indemnify 21.3 Except as expressly provided for herein, no Agent shall exercise, claim or plead any right of set-off, counterclaim, abatement, lien or other similar remedy against the Trustee, DIB, the Delegate or any Certificateholder in respect of any moneys payable to or by it under the terms of this Agreement and hold harmless each Agent hereby waives all such rights of set-off, counterclaim, abatement or other similar remedy to the fullest extent permitted by Applicable Law. 21.4 Except as otherwise ordered by a court of competent jurisdiction or required by law, each of the Agents against shall be entitled to treat the registered holder of any lossCertificate as the absolute owner for all purposes (whether or not any payment in respect of the relevant Certificate shall be overdue and regardless of any notice of ownership, liability or expense which it may incur trust or any claiminterest or other writing on, action or demand which may any notice of the theft or loss of, the relevant Certificate). 21.5 Each of the Agents shall be made against it arising obliged to perform such duties and only such duties as are set out in this Agreement and the Certificates and no implied duties or obligations (including, without limitation, duties or obligations of a fiduciary or in connection with such Agent’s appointment equitable nature) shall be read into this Agreement or the Certificates against the Agents other than the duty to act honestly and in good faith and to exercise the diligence of its powers a reasonably prudent agent in comparable circumstances. 21.6 Each of the Agents may, at the expense of the Trustee and duties hereunder without gross negligence DIB, consult with any expert or wilful misconduct on legal, financial and other professional advisers and the part opinion of such Agentadvisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such advisers. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry of this Agreement. 11.5 21.7 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, notice, certificate, request or communication order from DIB, the Issuer Trustee or the Delegate, or any document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance or upon written instructions from DIB, the Trustee or the Delegate. 21.8 Any of the Agents, their officers, directors, employees, agents, delegates or controlling persons may become the owner of, or acquire any interest in, the Certificates with the provisions hereofsame rights that it or he would have if the Agent concerned were not appointed under this Agreement, except and may engage or be interested in any financial or other transaction with DIB, the Trustee or the Delegate and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Certificates or other obligations of the Trustee or DIB as freely as if such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agents. Each Agent were not appointed under this Agreement. 21.9 None of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder under this Agreement which it expects will result in any expense or liability of such Agentaccruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations . 21.10 No Agent shall be obliged to make payment to Certificateholders until such time as it has received funds and been able to identify or confirm receipt of funds. 21.11 Nothing in this Agreement shall require any Agent to assume any obligation of the Agents hereunder are several and not jointTrustee arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the FCA or the PRA). 11.10 The Agents, their affiliates and their respective officers and employees, in their individual 21.12 Each Agent shall be entitled to take any action or to refuse to take any other capacity, may become action which the owner of, or acquire any interest in, any Notes with Agent regards as necessary for the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify Law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. 21.13 Each Agent is authorised by the PRA and regulated by the FCA and the PRA. Nothing in writing within 30 days this Agreement shall require the Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or to lend money to the Trustee. 21.14 No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity of the Certificates. 21.15 In the case of any change that affects default by the Issuer’s tax status pursuant to Trustee, no Agent shall have any Applicable Law. It shall be the sole duty or responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes performance of the Trustee's obligations under the Conditions. 21.16 Nothing in this Agreement, the Conditions or otherwise in connection with this Agreement and any other Transaction Document shall oblige any Agent or the Delegate to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of carry out (i) the amount any "know your customer" or other checks in relation to any person (including any Certificateholder or any transferee or purported transferee of such deduction or withholding and (iiany Certificateholder) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such payment.or

CONDITIONS OF APPOINTMENT. 11.1 The 20.1 Save as provided in Clause 7 (Trustee's Requirements regarding Paying Agents) and in subclause 20.3 (Conditions of Appointment) of this clause, the Agents shall be entitled to deal with money paid to it by the Issuer will pay for the purposes of this Agreement in the same manner as other money paid to a banker by its customers and not subject to the Agents a remuneration Client Money Rules and shall not be liable to account to the Issuer for all services rendered hereunder any interest or other amounts in respect of the money. No money held by the Agents any Paying Agent need be segregated except as required by law. 20.2 Save as provided in Clause 7 (Trustee's Requirements regarding Paying Agents), in acting under this Agreement and in connection with the Notes together and the Coupons the Agents shall act solely as agents of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed by owners or holders of the Agents and Notes or the IssuerCoupons. 11.2 The Issuer will indemnify and hold harmless each 20.3 No Paying Agent shall exercise any right of the Agents set-off or lien against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action holders of Notes or demand which may be made against Coupons in respect of any moneys payable to or by it under the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry terms of this Agreement. 11.5 20.4 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer with the approval of the Trustee, each of the Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon). 20.5 The Agents shall be obliged to perform such duties and only such duties as are set out in this Agreement and the Notes and no implied duties or obligations of any kind (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement or the Notes against the Agents.. No Agent shall: (a) be under any fiduciary duty or other obligation towards or have any relationship of agency or trust for or with any person other than the Issuer and the Trustee; (b) be under any duty to expend its own funds; (c) be responsible to monitor compliance by any other party or take steps to ascertain whether any relevant event under this Agreement or any other Transaction Document has occurred and no Agent shall be liable for loss arising from breach by that party or any such event; (d) be liable to any person for any matter or thing done or omitted in any way in connection with this Agreement save in relation to its own gross negligence, wilful default or fraud; or (e) be responsible for or liable in respect of the legality, validity or enforceability of the Temporary Global Note, the Permanent Global Note or any Definitive Note, Coupon or Talon or any act or omission of any other person (including, without limitation, any other Paying Agent). 20.6 The Agents may engage and pay (at the expense of the Issuer) for the advice or services of any legal and other experts whose advice or services it considers necessary and rely upon any advice so obtained (and such Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith). 20.7 Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request, notice, communication or communication from the Issuer or any other document reasonably believed by which it believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties in accordance with the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that of its officers, employees or agentsparties. Each of the Agents shall be entitled to do refrain from acting under any instructiontake no action, without any liability, if the instructions received are conflicting, unclear or equivocalequivocal instructions are received until such instructions have been resolved or clarified to its satisfaction, or to comply with Applicable Law. 11.6 In acting hereunder and in connection 20.8 Any of the Agents or their affiliates, their officers, directors or employees may become the owner of, or acquire any interest in, Notes or Coupons with the Notes, same rights that it or he would have if the Agents do Agent concerned were not assume any relationship of agency and trust for the Noteholdersappointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the Trustee, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or other obligations of the Issuer, as freely as if the Agent were not appointed under this Agreement. 20.9 The Principal Paying Agent shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder under this Agreement which it expects will result in any expense or liability of such Agentaccruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents20.10 Notwithstanding anything else herein contained, their affiliates and their respective officers and employeeseach Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to, the European Union, the United States of America or, in their individual each case, any jurisdiction forming a part of it, and England & Wales) or any other capacitydirective or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, may become the owner ofin its opinion, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide to any Agent all documentation and other information required by such Agent from time to time necessary to comply with any such law, directive or regulation. Each Agent will treat information relating to or provided by the Issuer as confidential, but (unless consent is prohibited by law) the Issuer consents to the processing, transfer and disclosure by any Agent of any information relating to or provided by the Issuer to any Agent and third parties (including service providers) selected by any of them, wherever situated (together, the "Authorised Recipients"), for confidential use (including without limitation in connection with the provision of any service and for data processing, statistical and risk analysis purposes and for compliance with Applicable Law) provided that each Agent has ensured or shall ensure that each such Authorised Recipient to which it provides such confidential information is aware that such information is confidential and should be treated accordingly. Each Agent, agent or third party referred to above may also transfer and disclose any such information as is required or requested by, or to, any court, legal process, Applicable Law forthwith upon request or Authority, including an auditor of any party and including any payor or payee as required by such AgentApplicable Law, and may use (and its performance will be subject to the rules of) any communications, clearing or payment systems, intermediary bank or other system. The Issuer (a) acknowledges that the transfers permitted by this Clause may include transfers to jurisdictions which do not have strict data protection or data privacy laws; and and (b) represents that it has provided to and secured from any person regarding whom it has provided information to any Agent any notices, consents and waivers necessary to permit the processing, transfer and disclosure of that information as permitted by this Clause and that it will notify provide such notices and secure such necessary consents and waivers in advance of providing similar information to any relevant Paying Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Agent with all information required for such Agent to be able to make such paymentfuture.

CONDITIONS OF APPOINTMENT. 11.1 The 19.1 Save as provided in sub-clauses 19.2 and 19.3 below, the Agent shall be entitled to deal with money paid to it by the Issuer will pay for the purposes of this Agreement in the same manner as other money paid to a banker by its customers and not subject to the Agents a remuneration Client Money Rules, and shall not be liable to account to the Issuer for all services rendered hereunder any interest thereon. No money held by the Agents any Paying Agent need be segregated except as required by law. 19.2 In acting under this Agreement and in connection with the Notes together and the Coupons, the Paying Agents shall act solely as agents of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any expenses incurred as separately agreed in a fee letter dated as at of the date hereof and executed Noteholders, Receiptholders or Couponholders, except that funds received by the Agents Agent for the payment of any sums due in respect of any Series of the Notes and the IssuerCoupons relating thereto shall be held by it in trust for the relevant Noteholders and Couponholders (as the case may be) until the expiration of the relevant period under Condition 8. 11.2 The Issuer will indemnify and hold harmless each 19.3 No Paying Agent shall exercise any right of the Agents set-off or lien against any loss, liability or expense which it may incur or any claim, action or demand which may be made against it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action Noteholders or demand which may be made against Couponholders in respect of any moneys payable to or by it under the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent be liable to the Issuer or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damages. 11.4 The indemnities above shall survive the termination or expiry terms of this Agreement. 11.5 19.4 Except as ordered by a court of competent jurisdiction or required by law, each of the Paying Agents shall be entitled to treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not such Note, Receipt or Coupon shall be overdue and notwithstanding any notice of ownership or other writing thereon or any notice of previous loss or theft thereof) and shall not be required to obtain any proof thereof or as to the identity of the bearer, subject, in relation to any Global Note, as provided in the Conditions. 19.5 The Paying Agents shall be obliged to perform such duties and only such duties as are herein and in the Notes specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against the Paying Agents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 6 becomes known to it, it will promptly provide such information to the Agent. 19.6 The Agent may consult on any legal matter in relation to the Notes or this Agreement any legal adviser selected by it, after consultation if practicable with the Issuer, who may be an employee of or legal adviser to the Issuer, and it shall be protected and shall incur no liability for action taken, or suffered to be taken, with respect to such matter in good faith and in accordance with the opinion of such legal adviser. 19.7 Each of the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction instruction, request or communication order from the Issuer or any other Paying Agent, or any Note or Coupon, or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, email, telefax or other paper or document which it reasonably believed by it believes to be genuine and to have been delivered, signed or sent by the proper party or parties in accordance with or upon written instructions from the provisions hereof, except such as may result from its own gross negligence or wilful misconduct or that Issuer. 19.8 Any of its the Paying Agents and their officers, directors and employees or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions received are conflicting, unclear or equivocal. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. No Agent shall be under any obligation to take any action hereunder which it expects will result in any expense or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The obligations of the Agents hereunder are several and not joint. 11.10 The Agents, their affiliates and their respective officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes or Coupons with the same rights that the Agents it or he would have it they if the Paying Agent concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Agents Issuer and may act on, or as depositary, trustee or agent for, any committee or body of Noteholders or Couponholders or other obligations of the Issuer as freely as if such Paying Agent were not appointed under this Agreement and will not be liable to account for any profit. 19.9 The Issuer shall provide the Agent and each other Paying Agent with a copy of the certified list of persons authorised to take action on its behalf in connection with this Agreement (as referred to in paragraph 3 of Appendix A to the Programme Agreement) and shall notify the Agent and each Paying Agent immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. 19.10 The Issuer shall do or cause to be done all such acts, matters and things and shall make available all such documents as shall be necessary to enable the Agent and each other Paying Agent to fully comply with and carry out its duties and obligations hereunder. 11.11 19.11 The Agent may call for and shall rely on any records, certificate or other document of or to be issued by Euroclear or Clearstream in relation to any determination of the principal amount of Notes represented by a NGN. Except for manifest error, any such records, certificate or other document shall be conclusive and binding for all purposes. The Agent shall not be liable to any person by reason of having acquired as valid or not having rejected any such records, certificate or other document to such effect purporting to be issued by Euroclear or Clearstream and subsequently found to be forged or not authentic, except where such forgery or non authenticity is manifest. 19.12 In the event that the Agent receives conflicting, unclear or equivocal instructions, the Agent as the case may be shall be entitled not to take any action until such instructions have been resolved or clarified to its satisfaction and the Agent shall not be or become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instructions. 19.13 Notwithstanding any other provision of this Agreement, any party to this Agreement may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to English law) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. 19.14 The Issuer undertakes to the Agent that: (a) it will provide to any the Agent all documentation and other information required by such the Agent from time to time for the Agent to comply with any Applicable Law forthwith upon request by such the Agent; and (b) it will notify any relevant the Agent in writing within 30 days of any change of which it is or becomes aware that affects the Issuer’s tax status pursuant to any Applicable LawLaw to the extent that it relates to the Issuer’s obligations under this Agreement and/or the Notes. It shall be the sole responsibility of the Issuer to determine whether a deduction or withholding is or will be required from any payment to be made in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the appropriate Authorities and shall promptly notify each relevant Paying Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior to the date on which any payment for which a deduction or withholding is required of (i) the amount of such deduction or withholding and (ii) the relevant Authorities to whom such amount should be paid. The Issuer shall provide such Paying Agent with all information required for such Paying Agent to be able to make any such payment. 19.15 The Paying Agent shall notify the Issuer if it becomes aware that the Issuer can no longer pay the Agent without FATCA withholding. 19.16 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA withholding in connection with any payment due on any Notes, then the Issuer shall be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA withholding, provided that any such re-direction or reorganisation of any payment is made through a recognised institution of international standing and such payment is otherwise made in accordance with this Agreement.

CONDITIONS OF APPOINTMENT. 11.1 The Issuer will pay 23.1 An Agent may deal with moneys paid to it under this Agreement in the Agents same manner as other moneys paid to it as a remuneration for all services rendered hereunder banker by the Agents in connection with the Notes together with its customers (including no requirements to segregate any expenses incurred funds except as separately agreed in a fee letter dated as at the date hereof and executed required by the Agents and the Issuer. 11.2 The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or expense which law) except that (a) it may incur not exercise any lien, right of set-off or any claim, action or demand which may be made against similar claim in respect of them and (b) it arising out of or in connection with such Agent’s appointment or the exercise of its powers and duties hereunder without gross negligence or wilful misconduct on the part of such Agent. 11.3 Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense incurred by the Issuer or any claim, action or demand which may be made against the Issuer resulting from the gross negligence or wilful misconduct on the part of such Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with such Agent’s duties hereunder. Notwithstanding the foregoing, under no circumstances will any Agent shall not be liable to anyone for interest on any sums held by it under this Agreement. Moneys held by an Agent shall be held as a banker and shall not be subject to the UK Financial Conduct Authority's Client Money Rules. 23.2 In acting under this Agreement, the Agents shall act solely as Agents of the Issuer and shall have no obligation towards or relationship of agency or trust with the holder of any Capital Security or any other person for any consequential loss (being loss of business, goodwill, opportunity or profit) even if advised to the possibility of such loss or damagesthird party. 11.4 The indemnities above 23.3 No Agent shall survive the termination exercise any lien, right of set-off or expiry similar claim against any holder of this Agreement. 11.5 Each of the Agents shall be protected and shall incur no liability for or a Capital Security in respect of moneys payable by it under this Agreement.‌ 23.4 Except as otherwise required by law, each Agent shall treat the holder of a Capital Security as its absolute owner as provided in the Conditions and shall not be liable for doing so. 23.5 Each Agent shall be obliged to perform only such duties as are specifically set out in this Agreement and the Conditions and any action takenduties necessarily incidental to them. No implied duties or obligations of any kind (including, without limitation, duties or obligations of a fiduciary or equitable nature) shall be read into any such documents. 23.6 Each Agent may, at the cost of the Issuer (provided such costs have been properly incurred), consult with any legal and other professional advisers selected by it, who may be an employee of or adviser to the Issuer, and it shall not be liable in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser's opinion. 23.7 No Agent shall be liable in respect of anything done or suffered by it in reliance upon on a Capital Security or other document, notice, certificate or information from any instruction electronic or communication from the Issuer or any document other source reasonably believed by it to be genuine and to have been delivered, signed or sent otherwise given or disseminated by the proper party parties. 23.8 Any Agent and any other person, whether or parties not acting for itself, may acquire, hold or dispose of any Capital Security or other security (or any interest therein) of the Issuer or any other person, may enter into or be interested in accordance any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the provisions hereof, except such same rights as may result from its own gross negligence it would have had if that Agent were not an Agent and need not account for any profit made or wilful misconduct share of brokerage or that of its officers, employees commission or agents. Each of the Agents shall be entitled to do refrain from acting under any instruction, without liability, if the instructions remuneration or other amount or benefit received are conflicting, unclear thereby or equivocalin connection therewith. 11.6 In acting hereunder and in connection with the Notes, the Agents do not assume any relationship of agency and trust for the Noteholders, and shall not have any obligation towards them except that all funds held by the Fiscal Agent for payment of principal of or interest on the Notes shall be held for payment to the Noteholders and shall be applied as set forth herein and in the Conditions. Except as otherwise required by applicable law, no Agent will be required to segregate any funds held by it hereunder from any of its other funds. 11.7 Nothing herein shall be deemed to require any Agent to advance its own funds in the performance of its duties hereunder. 11.8 The Agents may consult with legal and other professional advisers selected in good faith and satisfactory to them and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers. 11.9 The Agents shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agents. 23.9 No Agent shall be under any obligation to take any action hereunder which under this Agreement that it expects will result in any expense to or liability of such Agent, the payment of which within a reasonable time is not, in its opinion, assured to it. The For the avoidance of doubt, no Agent is obliged to expend or risk its own funds in the discharge of its obligations of the Agents hereunder are several and not jointunder this Agreement. 11.10 The Agents, their affiliates and their respective officers and employees, 23.10 Nothing in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agents would have it they were not the Agents hereunder. 11.11 The Issuer undertakes that: (a) it will provide this Agreement shall require an Agent to any Agent all documentation and other information required by such Agent from time to time to comply with any Applicable Law forthwith upon request by such Agent; and (b) it will notify any relevant Agent in writing within 30 days of any change that affects the Issuer’s tax status pursuant to any Applicable Law. It shall be the sole responsibility assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the London Stock Exchange plc). 23.11 The Agents are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Nothing in this Agreement shall require any Agent to determine whether carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001, or to lend money to the Issuer. 23.12 Each Agent undertakes to inform the Issuer as soon as reasonably practicable if it is not, or ceases to be, a deduction or withholding is or FATCA Exempt Party. If the Issuer determines, in its sole discretion, that the Issuer will be required from to withhold or deduct any FATCA withholding in connection with any payment due on any Capital Securities, the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made free from FATCA withholding, provided that any such redirection or reorganisation of any payment is made through a recognised institution of international standing and such payment is made in respect accordance with this Agreement. 23.13 The Issuer shall provide the Fiscal Agent for itself and for delivery to each other Agent with a copy of the Notes or otherwise certified list of persons authorised to take action on behalf of the Issuer in connection with this Agreement and shall notify the Fiscal Agent and each other Agent immediately in writing if any of such persons ceases to procure that be so authorised or if any additional person becomes so authorised. Unless and until notified of any such deduction change, each Agent may rely on the certificate(s) most recently delivered to it and all instructions given in accordance with such certificate(s) shall be binding on the Issuer. 23.14 Each Agent shall be entitled to take any action or withholding to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. 23.15 No Agent is made in a timely manner obliged to the appropriate Authorities and shall promptly notify each relevant Agent upon determining or becoming aware of such requirement. The Issuer shall notify each relevant Agent a minimum of 5 Business Days prior have no responsibility to the date on which any payment for which a deduction or withholding is required of (i) monitor whether the amount of such deduction Issuer or withholding and any other party is complying with its obligations hereunder or under the Conditions or (ii) take any steps to ascertain whether any relevant event under the relevant Authorities Conditions has occurred or determine whether any Enforcement Event has occurred at any time. 23.16 The Agents shall have no duty or responsibility in the case of any default by the Issuer in the performance of its obligations under the Conditions. 23.17 The Agents will treat information about the Issuer or any of the services provided hereunder (Confidential Information) as secret and confidential and will not, without the Issuer's prior written consent or authority, disclose to whom any third party the Confidential Information except in the following circumstances (in which case the Confidential Information may be disclosed to third parties, including members of the Agents' corporate group): (a) where necessary to perform the Agents' obligations under this Agreement; or (b) where an Agent is under a legal or regulatory obligation to do so, or where the law permits it in certain limited circumstances to do so, or an Agent has been requested to do so by any legal, regulatory, governmental or fiscal body in any jurisdiction. 23.18 No Agent shall be required to undertake any act which, in its opinion, may be illegal or contrary to any law or regulation or policies relating to "know your customer" and anti-money laundering to which it is subject. 23.19 In order to comply with applicable tax laws (inclusive of any current and future laws, rules, regulations, intergovernmental agreements and interpretations thereof promulgated by competent authorities) related to this Agreement and the Capital Securities in effect from time to time (Applicable Law) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Agents (subject to any confidentiality requirements) sufficient information about the parties and/or transactions (including any modification to the terms of such amount should transactions) so the Agents can determine whether it has tax related obligations under Applicable Law, (ii) that the Agents shall be paidentitled to make any withholding or deduction from payments to comply with Applicable Law for which the Agents shall not have any liability and (iii) to hold each Agent harmless for any losses it may suffer due to the actions it takes to comply with Applicable Law. The terms of this Clause shall survive the termination of this Agreement. 23.20 The Issuer shall provide each of the Agents with any certificates, reports and information it may require at any time in connection with this Agreement and the performance of its duties or exercise of its rights and none of the Agents shall be liable for or in respect of, any action taken, omitted to be taken or suffered by the Agent in reliance on such provided information, reports or certificates. 23.21 Each Agent shall be entitled to request clarification of any instruction or direction received by it from the Issuer, and to refrain from performing any obligation for which such clarification is required until such clarification is received, provided that no liabilities may arise therefrom.‌‌ 23.22 Each party to this Agreement shall, within ten Business Days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Capital Securities as that other party reasonably requests for the purposes of that other party's compliance with all Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 23.22 to the extent that: (i) any such form, documentation or other information (or the information required for such Agent to be able provided on such form or documentation) is not reasonably available to make such payment.party and cannot be obtained by such party using reasonable efforts; or