Common use of CONDITIONS OF APPOINTMENT Clause in Contracts

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 (a) In acting under this Agreement and hereunder in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and will shall not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 (b) In relation to each issue of Relevant NotesSeries, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 5.3 (c) The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (d) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Agent, or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes believes, after making reasonable investigation of the same, to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 (e) The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he or she would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 (a) In acting under this Agreement and hereunder in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and will shall not thereby 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 thereto (the Receipts and the Coupons, respectively). 5.2 (b) In relation to each issue of Relevant NotesSeries, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 5.3 (c) The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (d) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Agent, or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes believes, after making reasonable investigation of the same, to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 (e) The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he or she would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Notes, Receipts or Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers in respect of its rights and duties under this Agreement and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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 circumstancesfaith. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, Covered Bonds the Calculation Agent shall act solely as an agent of the Issuer and will shall not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes Covered Bonds or the coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, Covered Bonds the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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 agent in comparable circumstances. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction 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 reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes Covered Bonds or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Covered Bonds or Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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.implied 5.3 The Calculation Agent may may, with the written consent of the Issuer, where legally permissible and provided that such consent is not unreasonably withheld, consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement and in connection with the Relevant Notes, the [Alternative Currency] Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] 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 coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 (2) In relation to each issue of Relevant Notes, the [Alternative Currency] Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and in the Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the [Alternative Currency] 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. 5.3 (3) The [Alternative Currency] Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 (4) The [Alternative Currency] Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer [or the Guarantor] or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer [or the Guarantor]. 5.5 (5) The [Alternative Currency] Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the [Alternative Currency] Calculation Agent 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 [Alternative Currency] Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and the Guarantor 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 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. 5.3 The Calculation Agent may consult on any legal matter in relation to this Agreement with any legal and other professional advisers adviser selected by it, after consultation if practicable with the Issuer and the opinion of the advisers Guarantor, and it shall be full protected and complete protection in respect of any shall incur no liability for action taken, omitted suffered or suffered under this Agreement to be taken, with respect to such matter in good faith and in accordance with the opinion of the adviserssuch legal adviser. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the Guarantor. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, Notes the Calculation Agent shall act solely as an agent of the Issuer and the Guarantor 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 coupons (if any) appertaining to the Relevant Notes (the Coupons)Noteholders. 5.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are set out in this Agreement and the Conditions and no implied duties or obligations (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement or the Conditions against the Calculation Agent, Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstancesfaith. 5.3 The Calculation Agent may consult with legal any expert or legal, financial and other professional advisers and the opinion of the 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 the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor. 5.5 The Calculation Agent and any of Agent, its officers, directors and or employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 Issuer or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the such Calculation Agent were not appointed under this Agreement, without regard to the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be 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. 5.6 The Calculation Agent shall not be under any obligation to take any action under this Agreement (i) which may be illegal or contrary to applicable law or regulation, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system or (ii) which it expects will result in any expense, loss, charge or liability accruing to it, the payment of which or adequate indemnity against which within a reasonable time is not, in its opinion, assured to it.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant NotesNotes and the Relevant Covered Bonds, the Calculation 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 of the owners or holders of the Relevant Notes or the Relevant Covered Bonds or coupons (if any) appertaining to the Relevant Notes or the Relevant Covered Bonds (the Coupons). 5.2 In relation to each issue of Relevant NotesNotes or Relevant Covered Bonds, 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Covered Bonds or Coupons (if any) with the same rights that it or he they would have 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 Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 (1) The Agent shall be entitled to deal with money paid to it by the Corporation 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 the Corporation for any interest thereon. (2) In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as an agent agents of the Issuer Corporation and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes Notes, Receipts, Coupons or Talons. (3) The Agent and the coupons (if any) appertaining Paying Agents hereby undertake to the Relevant Notes (the Coupons). 5.2 In relation Corporation to each issue of Relevant Notesperform such obligations and duties, the Calculation Agent and shall be obliged to perform the such duties and only such duties as are herein, in the duties Terms and Conditions and in the Procedures Memorandum specifically stated in this Agreement and the Conditions set forth and no implied duties or obligations shall be read into this Agreement or the Conditions Notes against the Calculation AgentAgent and the Paying Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstancesfaith. 5.3 (4) The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer Corporation or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerCorporation. 5.5 The Calculation (6) Any of the Agent and any of its the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest inin any Notes, any Notes Receipts, Coupons or Coupons (if any) Talons with the same rights that it or he would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction transactions with the Issuer Corporation and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Noteholders or Coupons Couponholders or in connection with any other obligations of the Issuer Corporation as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed under hereunder. (7) The Corporation shall provide the Agent with a certified copy of the list of persons authorized to execute documents and take action on its behalf in connection with this AgreementAgreement and shall notify the Agent immediately in writing if any of such persons ceases to 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 person has been so authorized, provided, however, that the Agent shall not incur any liability for any losses, claims or damages resulting from the Corporation's failure to provide such notification to the Agent.

CONDITIONS OF APPOINTMENT. 5.1 18.1 Each Paying Agent shall be entitled to 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 it need not be segregated, except as required by law. 18.2 In acting under this Agreement and in connection with the Relevant NotesNotes or Covered Bonds, the Calculation each Paying 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 of the owners or holders of the Relevant Notes Notes, Covered Bonds, Coupons or the coupons (if any) appertaining Talons. 18.3 Each Paying Agent undertakes to the Relevant Notes (the Coupons). 5.2 In relation Issuer to each issue of Relevant Notesperform its duties, the Calculation Agent and shall be obliged to perform the duties and only the duties duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Conditions Procedures Memorandum, and no implied duties or obligations shall be read into this Agreement or the Conditions any of those documents against the Calculation any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 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 7 becomes known to it, it will promptly provide such information to the Agent. 5.3 18.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes believes, acting in good faith, to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation 18.6 Any Paying Agent and any of its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Covered Bonds, Coupons or Coupons (if any) Talons with the same rights that it or he they would have had if the Calculation Paying Agent concerned were not appointed under this Agreement, and may engage or be 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 Notes, Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Paying Agent were not appointed under this Agreement. 18.7 The Issuer 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 be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the 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 be entitled to treat the bearer of any Note, Covered Bond 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 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 or Covered Bonds 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 18.10 to the extent that: (i) any 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 party using reasonable efforts; or

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] 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 coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer [or the Guarantor] or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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.implied 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 18.1 Each Paying Agent shall be entitled to 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. 18.2 In acting under this Agreement and in connection with the Relevant Notes, the Calculation each Paying 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 of the owners or holders of the Relevant Notes Coupons or the coupons (if any) appertaining Talons. 18.3 Each Paying Agent undertakes to the Relevant Notes (the Coupons). 5.2 In relation Issuer to each issue of Relevant Notesperform its duties, the Calculation Agent and shall be obliged to perform the duties and only the duties duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Conditions Procedures Memorandum, and no implied duties or obligations shall be read into this Agreement or the Conditions any of those documents against the Calculation any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 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 7 becomes known to it, it will promptly provide such information to the Agent. 5.3 18.4 The Calculation Agent Agent, at the expense of the Issuer, may consult with legal and other professional advisers and and, provided that the Agent shall have exercised reasonable care in the selection of any such adviser, the opinion of the 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 the advisers. Failure to consult such advisers on any matter shall not in itself be construed as evidence of the Agent not acting in good faith. 5.4 The Calculation 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation 18.6 Any Paying Agent and any of its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes Coupons or Coupons (if any) Talons with the same rights that it or he would have had if the Calculation Paying Agent concerned were not appointed under this Agreement, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Paying Agent were not appointed under this Agreement. 18.7 The Issuer 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 be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the 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 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 The Issuer shall promptly inform the Agent of any issuance of VPS Notes. 18.11 Each party to this Agreement (each, a Party) 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 the 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. For the purposes of this Clause 18.11, Applicable Law shall be deemed to include (i) any rule or practice of any authority by which any Party is bound or with which it is accustomed to comply; (ii) any agreement between any relevant authorities; and (iii) any agreement between any relevant authority and any Party that is customarily entered into by institutions of a similar nature.

CONDITIONS OF APPOINTMENT. 5.1 23.1 Each Agent shall be entitled to 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. 23.2 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes Notes, Coupons or the coupons (if any) appertaining Talons. 23.3 Each Agent undertakes to the Relevant Notes (the Coupons). 5.2 In relation Issuer to each issue of Relevant Notesperform its duties, the Calculation Agent and shall be obliged to perform the duties and only the duties duties, specifically stated in this Agreement (including Schedule 11 in the case of the Principal Paying Agent), the applicable Conditions and the Conditions Procedures Memorandum, and no implied duties or obligations shall be read into this Agreement or the Conditions any of those documents against the Calculation any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 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 11 becomes known to it, it will promptly provide such information to the Agent. 5.3 23.4 The Calculation Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation 23.5 Each Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent 23.6 Any Agent, and any of its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Coupons or Coupons (if any) Talons with the same rights that it or he would have had if the Calculation Agent concerned were not appointed under this Agreement, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreement. 23.7 The Issuer 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 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. 23.8 Except 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). 23.9 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.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] 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 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer [and the Guarantor] or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer [and the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 Issuer [and 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 [and the Guarantor] as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and will not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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. 5.3 The Calculation Agent may consult with reputable legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons)Notes. 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 Issuer and may act on, or as depositary, trustee common representative 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement Principal Paying Agent not acting in good faith and in accordance with the opinion of the advisersfaith. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised officer of the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, Notes the Calculation Agent shall act solely as an agent of the Issuer and will the Guarantor and shall not thereby 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 thereto (the CouponsRECEIPTS and the COUPONS, respectively). 5.2 In relation to each issue of Relevant Notes, Notes the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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 agent in comparable circumstances. 5.3 The Calculation Agent may consult with legal and other professional advisers and the written opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, 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 (if any) or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, Notes the Calculation Agent shall not act solely as an agent of the Issuer or the Parent and will shall not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, Notes the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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 agent in comparable circumstances. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Parent or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, fax, communication in any electronic form or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Parent. 5.5 The Calculation Agent and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes Notes, Coupons or Coupons Talons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Parent and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuer or the Parent as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] 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 coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer Issuer[, the Guarantor] or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement. 5.6 The Calculation Agent shall not be obliged at any time to calculate the Rate of Interest for an Interest Period in relation to the Relevant Notes, the applicable Final Terms for which indicates a Reference Rate that does not comply with Regulation (EU) 2016/1011 of 8 June 2016 (including any transitional provisions) and the Calculation Agent shall incur no liability for its decision to not calculate the Rate of Interest in respect of such Tranche of Notes until such time as the Issuer has identified an acceptable Successor Rate or, as the case may be, Alternative Reference Rate for such Tranche of Notes in accordance with Condition 6.3 and has notified the Calculation Agent in writing accordingly.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement and in connection with the Relevant Notes, the [Alternative Currency] Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 (2) In relation to each issue of Relevant Notes, the [Alternative Currency] Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and in the Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the [Alternative Currency] 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. 5.3 (3) The [Alternative Currency] Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 (4) The [Alternative Currency] Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 (5) The [Alternative Currency] Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have had if the [Alternative Currency] Calculation Agent were not appointed under this Agreement, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the [Alternative Currency] Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and will not thereby 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 thereto (the Coupons, respectively). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action reasonably taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder. 5.6 If the Calculation Agent fails to perform the duties as are herein and in the Conditions specifically set forth which it obliged to perform, the Calculation Agent shall promptly notify the Issuer and the Trustee of such failure.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, Notes the Calculation Agent shall act solely as an agent of the Issuer and will shall not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the adviserssuch advisers save for manifest error. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties and which is not manifestly wrong or upon written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons or Talons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement hereunder and in connection with the Relevant NotesPhysical Delivery Note, the Calculation Delivery Agent shall act solely as an agent of the Issuer Issuer, and will shall not assume thereby any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes Physical Delivery Note or the receipts or coupons (if any) appertaining to the Relevant Notes thereto (the “Receipts” and the “Coupons,” respectively). 5.2 (2) In relation to each issue of Relevant Physical Delivery Notes, the Calculation Delivery Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform the such duties and only such duties as are herein and in the duties Terms and Conditions specifically stated in this Agreement and the Conditions set forth, and no implied duties or obligations shall be read into this Agreement or the Terms and Conditions against the Calculation Delivery Agent. If the Terms and Conditions are amended on or after a date on which the Delivery Agent accepts any appointment in a way which affects the duties expressed to be performed by the Delivery Agent, other than the duty Delivery Agent shall not be obliged to act honestly and in good faith and perform such duties as so amended unless it has delivered to exercise the diligence of a reasonably prudent expert in comparable circumstancesIssuer its prior written consent to the relevant amendment. 5.3 (3) The Calculation Delivery Agent may consult with legal and other professional advisers advisers, and the written opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (4) The Calculation Delivery Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 (5) The Calculation Agent Delivery Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have had if the Calculation Delivery Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and any of its Affiliates, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuer and any of its Affiliates as freely as if the Calculation Delivery Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and will shall not assume thereby 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 thereto (the “Receipts” and the “Coupons,” respectively). 5.2 (2) In relation to each issue of Relevant Notes, the Calculation Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform the such duties and only such duties as are herein and in the duties Terms and Conditions specifically stated in this Agreement and the Conditions set forth, and no implied duties or obligations shall be read into this Agreement or the Terms and Conditions against the Calculation Agent. If the Terms and Conditions are amended on or after a date on which the Calculation Agent accepts any appointment in a way which affects the duties expressed to be performed by the Calculation Agent, other than the duty Calculation Agent shall not be obliged to act honestly and in good faith and perform such duties as so amended unless it has delivered to exercise the diligence of a reasonably prudent expert in comparable circumstancesIssuer its prior written consent to the relevant amendments. 5.3 (3) The Calculation Agent may consult with legal and other professional advisers advisers, and the written opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (4) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or notification by any reference bank or other entity from which information is obtained for purposes of making the calculations required hereunder. 5.5 (5) The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or any of its Affiliates and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 (1) Each Paying Agent shall be entitled to 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 thereof; and (b) that it shall not be liable to account to the Issuer for any interest thereon. (2) In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation each Paying Agent shall act solely as an agent of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes Notes, Receipts, Coupons or the coupons Talons. (if any3) appertaining Each Paying Agent hereby undertakes to the Relevant Notes (the Coupons). 5.2 In relation Issuer to each issue of Relevant Notesperform such obligations and duties, the Calculation Agent and shall be obliged to perform the such duties and only the duties specifically stated such duties, as are herein, in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Conditions any such document against the Calculation any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 5.3 (4) The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation (5) Each Paying Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction 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 reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 The Calculation (6) Any Paying Agent and any of its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Receipts, Coupons or Coupons (if any) Talons with the same rights that it or he would have had if the Calculation Paying Agent concerned were not appointed under this Agreementhereunder, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Paying Agent were not appointed under hereunder. (7) The Issuer 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 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. (8) Except 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 be entitled to treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof). (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 such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to such increased amount.

CONDITIONS OF APPOINTMENT. 5.1 In The Calculation Agent and the Issuer agree that its appointment will be subject to the following conditions: (a) in acting under this Agreement and in connection with the Relevant NotesAgreement, the Calculation Agent shall act solely as an agent of the Issuer independent expert and will shall not assume any obligations towards or relationship of agency or trust for the Issuer or with the owner or holder of any of the owners Relevant [Index Linked] Notes or holders any interest therein; (b) unless otherwise specifically provided in this Agreement, any order, certificate, notice, request, direction or other communication from the Issuer made or given under any provision of this Agreement shall be sufficient if signed or purported to be signed by a duly authorised employee of the Relevant Notes or the coupons Issuer; (if anyc) appertaining to the Relevant Notes (the Coupons). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the only those duties and only the duties specifically stated which are set out in this Agreement and in the Conditions and no implied duties or obligations shall be read into this Agreement or redemption calculation relating to the Conditions against Relevant [Index Linked] Notes; (d) 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and its officers and employees, in its individual or any of its officersother capacity, directors and employees may become the owner of, or acquire any interest in, any Relevant [Index Linked] Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent would have if it were not appointed under the Calculation Agent hereunder; and (e) all calculations and determinations made pursuant to this AgreementAgreement by the Calculation Agent shall (save in the case of manifest error) be binding on the Issuer, the Calculation Agent and may engage or be interested in any financial or (if other transaction with than the Issuer Calculation Agent) the holder(s) of the Relevant [Index Linked] Notes and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or no liability to such holder(s) shall attach to the Calculation Agent in connection with any other obligations of the Issuer as freely as if exercise by the Calculation Agent were not appointed of its powers, duties or discretion under or in respect of the Relevant [Index Linked] Notes in accordance with the provisions of this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 (1) The Agent shall be entitled to 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 right of set-off, 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 relevant Issuer for any interest thereon. (2) In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as an agent agents of the Issuer Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes Notes, Receipts, Coupons or Talons. (3) The Agent and the coupons (if any) appertaining Paying Agents hereby undertake to the Relevant Notes (the Coupons). 5.2 In relation Issuers to each issue of Relevant Notesperform such obligations and duties, the Calculation Agent and shall be obliged to perform the such duties and only such duties as are herein, in the duties Terms and Conditions and in the Procedures Memorandum specifically stated in this Agreement and the Conditions set forth and no implied duties or obligations shall be read into this Agreement or the Conditions Notes against the Calculation AgentAgent and the Paying Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstancesfaith. 5.3 (4) The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction 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 reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the relevant Issuer. 5.5 The Calculation (6) Any of the Agent and any of its the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest inin any Notes, any Notes Receipts, Coupons or Coupons (if any) Talons with the same rights that it or he would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction transactions with the relevant Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Noteholders or Coupons Couponholders or in connection with any other obligations of the relevant Issuer as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed under hereunder. (7) The relevant Issuer shall provide the Agent with a certified copy of the list of persons authorized to execute documents and take action on its behalf in connection with this AgreementAgreement and shall notify the Agent immediately in writing if any of such persons ceases to 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 person has been so authorized, provided, however, that the Agent shall not incur any liability for any losses, claims or damages resulting from the relevant Issuer's failure to provide such notification to the Agent.

CONDITIONS OF APPOINTMENT. 5.1 In 23.1 Subject as provided in subclause 23.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor (as applicable) 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 Issuer or the Guarantor (as applicable) for any interest or other amounts in respect of the money. No money held by any Agent need be segregated except as required by law. 23.2 Subject as provided in subclause 23.3, in acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent Agents shall act solely as an agent agents of the Issuer and the Guarantor and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or registered holders of the Relevant Notes. 23.3 No Agent shall exercise any right of set-off or lien against the Issuer, the Guarantor or any registered holders of Notes in respect of any moneys payable to or by it under the coupons terms of this Agreement. 23.4 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, each of the Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (if any) appertaining to whether or not the Relevant Notes (Note shall be overdue and notwithstanding any notice of ownership or other writing on the CouponsNote or any notice of previous loss or theft of the Note). 5.2 In relation to each issue 23.5 Each of Relevant Notes, the Calculation Agent Agents shall be obliged to perform the such duties and only the such duties as are specifically stated set out in this Agreement and the Conditions Notes and no implied duties or obligations shall be read into this Agreement or the Conditions Notes 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 circumstancesAgents. 5.3 23.6 The Calculation Fiscal Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent 23.7 Each of the Agents shall be protected protected, may rely, and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon, and in accordance with, any instruction instruction, request or order from the Issuer or the Guarantor, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Guarantor. 5.5 The Calculation Agent 23.8 Any of the Agents and any of its their affiliates, their officers, directors and directors, employees or controlling persons may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation 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 registered holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor, as freely as if the Calculation Agent were not appointed under this Agreement. 23.9 The Agents shall not be under any obligation to take any action under this Agreement which any of them expects may result in any cost, expense or liability accruing to it. No provision of this Agreement shall require the Agents to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. 23.10 In no event shall the Agents be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Agents shall use reasonable best efforts to resume performance as soon as practicable under the circumstances. 23.11 In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”) a foreign financial institution, issuer, trustee, paying agent, holder or other institution which has agreed to be subject to or related to this Agreement agrees to provide to each Agent upon request reasonably available information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so that such Agent (as the case may be) can determine whether it has tax related obligations under Applicable Law. 23.12 The permissive rights of the Agents enumerated herein shall not be construed as duties of the Agents. 23.13 The Agents shall not be charged with knowledge of any default or event of default unless a trust officer of the Fiscal Agent with direct responsibility for the administration of this Agreement has received written notice of any such event and such notice references this Agreement and the Notes. 23.14 No Agent shall be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of negligence or wilful misconduct on its part. In no event shall any Agent be liable for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians in the absence of gross negligence or wilful misconduct in their selection. 23.15 The recitals contained herein and in the Notes (except in the certificate of authentication of a duly authorized officer or a duly appointed signatory of the Fiscal Agent) shall be taken as the statements of the Issuer and the Agents assume no responsibility for the correctness of the same. None of the Agents makes any representation as to the validity or sufficiency of this Agreement or the Notes. None of the Agents or any other paying agent shall be accountable for the use or application by the Issuer of the proceeds of any Notes authenticated and delivered by or on behalf of the Fiscal Agent in conformity with the provisions of this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 (1) Each Agent shall be entitled to 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 and will not be subject to the UK FCA Client Money Rules and, without limitation, no moneys shall need to be segregated 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; and (c) that it shall segregate moneys if required by law to do so. (2) In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes Notes, Coupons or the coupons Talons. (if any3) appertaining Each Agent undertakes to the Relevant Notes (the Coupons). 5.2 In relation Issuer to each issue of Relevant Notesperform its duties, the Calculation Agent and shall be obliged to perform the duties and only the duties duties, specifically stated in this Agreement Agreement, the Conditions and the Conditions Procedures Memorandum, and no implied duties or obligations shall be read into this Agreement or the Conditions any of those documents against the Calculation any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 5.3 (4) The Calculation Principal Paying Agent and the Registrar may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation (5) Each Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation (6) Any Agent and any of its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Coupons or Coupons (if any) Talons with the same rights that it or he they would have had if the Calculation Agent concerned were not appointed under this Agreement, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreement. (7) The Issuer 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 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. (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). (9) 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 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 state or jurisdiction and may, without liability, do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. (10) Each Agent shall be entitled to refrain from acting, without liability, if it reasonably determines that conflicting, unclear or equivocal instructions are received from the Issuer or in order to comply with any Applicable Law. (11) 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 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 22(11) to the extent that: (i) any 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 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 22(11), 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 22

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] and will not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer Issuer[, the Guarantor] or any notice, resolution, direction, consent, certificate, affidavit, statement or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, 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 Calculation Agent were not appointed under this Agreementhereunder. 5.6 If the Calculation Agent fails to perform the duties as are herein and in the Conditions specifically set forth which it obliged to perform, the Calculation Agent shall notify the Issuer[, the Guarantor]and the Trustee of such failure.

CONDITIONS OF APPOINTMENT. 5.1 18.1 Each Paying Agent shall be entitled to 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. 18.2 In acting under this Agreement and in connection with the Relevant Notes, the Calculation each Paying 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 of the owners or holders of the Relevant Notes Notes, Receipts, Coupons or the coupons (if any) appertaining Talons. 18.3 Each Paying Agent undertakes to the Relevant Notes (the Coupons). 5.2 In relation Issuer to each issue of Relevant Notesperform its duties, the Calculation Agent and shall be obliged to perform the duties and only the duties duties, specifically stated in this Agreement (including Schedule 7 in the case of the Agent), the Conditions and the Conditions Procedures Memorandum, and no implied duties or obligations shall be read into this Agreement or the Conditions any of those documents against the Calculation any Paying Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 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 7 becomes known to it, it will promptly provide such information to the Agent. 5.3 18.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation 18.5 Each Paying Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation 18.6 Any Paying Agent and any of its officers, directors directors, affiliates and employees may become the owner of, or and/or acquire any interest in, any Notes Notes, Receipts, Coupons or Coupons (if any) Talons with the same rights that it or he they would have had if the Calculation Paying Agent concerned were not appointed under this Agreement, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Paying Agent were not appointed under this Agreement. 18.7 The Issuer 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 be authorised or if any additional person becomes authorised together, in the case of an additional authorised person, with evidence satisfactory to the 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 be entitled to treat the bearer of any Note, Receipt 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 The Issuer shall promptly inform the Agent of any issuance of VPS Notes. 18.11 Under no circumstances shall any of the Paying Agents be liable to the Issuer or any other party to this Agreement for any consequential loss or damage (being loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage. 18.12 Each party 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 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 18.12 to the extent that: (i) any 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 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 purposes of this clause 18.12, Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any party 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 that is customarily entered into by institutions of a similar nature.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] and will not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, Notes the Calculation Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Conditions Relevant Notes 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 agent in comparable circumstances. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer [or the Guarantor] or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, 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 (if any) or in connection with any other obligations of the Issuer [or the Guarantor] as freely as if the Calculation Agent were not appointed under this Agreement.hereunder. 0010155-0002840 ICM:32405037.8 104

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, Notes the Calculation Agent shall act solely as an agent of the Issuer [and will the Guarantor] and shall not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the "Coupons"). 5.2 In relation to each issue of Relevant Notes, Notes the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer [or the Guarantor] or any notice, resolution, direction, consent, certificate, affidavit, statement or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, 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 (if any) or in connection with any other obligations of the Issuer [or the Guarantor] as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 18.1 Subject as provided in subclause 18.3, each Paying Agent shall be entitled to deal with money paid to it by the Issuer 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 Issuer for any interest or other amounts in respect of the money. No money held by any Paying Agent needs to be segregated except as required by law. 18.2 In acting under this Agreement and in connection with the Relevant Notes, Notes and the Calculation Agent Coupons the Agents shall act solely as an agent agents of the Issuer and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders Noteholders. 18.3 No Agent shall exercise any right of set-off, lien or similar claim against the Issuer or any Noteholders in respect of any moneys payable to or by it under the terms of this Agreement.‌ 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 Relevant Notes Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the coupons absolute owner for all purposes (if any) appertaining to whether or not the Relevant Notes (Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the CouponsNote or Coupon or any notice of previous loss or theft of the Note or Coupon). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent 18.5 The Agents shall be obliged to perform the such duties and only the such duties specifically stated as are set out in this Agreement and the Conditions Notes and no implied duties or obligations shall be read into this Agreement or the Conditions Notes 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 circumstancesAgents. 5.3 The Calculation Agent 18.6 Each of the Agents, 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 any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of the advisers. 5.4 The Calculation Agent 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 on upon any instruction instruction, request or order from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on parties or upon written instructions from the Issuer. Each of the Agents is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received or in order to comply with any applicable law. 5.5 The Calculation Agent and any 18.8 Any of its the Agents, their officers, directors and or employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights (but without prejudic e to any limitations which might apply in any other capacity) that it or he he/she would have had if the Calculation Agent were concerned was not appointed under this Agreement, and may engage or be interested (subjec t as aforesaid) in any financial or other transaction with the Issuer 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 Issuer, as freely as if the Calculation relevant Agent were was not appointed under this Agreement. 18.9 No Agent shall be under any obligation to take any action under this Agreement which it reasonably expects will result in any expense or liability accruing to it, the payment of w hic h within a reasonable time is not, in its opinion, assured to it. 18.10 No Agent shall be responsible to anyone with respect to the legality of this Agreement or the validity or legality of the Notes or Coupons. 18.11 No Paying Agent shall have any duty or responsibility in the case of any default by the Issuer in the performance of its obligations under the Conditions. 18.12 The Issuer shall provide the Paying Agent with a copy of the list of the authorised signator ies and shall notify the Paying Agent in writing if any of such persons ceases to be an author ised 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 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 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, the EU or any Member State of the EU and the United Kingdom) or any directive or regulation of any agency of any such state 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 is nec xxxxxx to comply with any such law, directive or regulation. Except where prevented from doing so by any law or regulation, the Fiscal Agent shall notify the Issuer, and shall use reasonable endeavours to do so promptly in writing, if it decides not to act on the basis of this Clause 18.13. 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 ac tion 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. 18.15 The Issuer hereby represents and warrants to each of the Agents that: (i) it is a company duly organised and in good standing in every jurisdiction where it is required so to be; (ii) it has the power and authority to sign and to perform its obligations under this Agreement; (iii) this Agreement is duly authorised and signed and is its legal, valid and binding obligation; (iv) any consent, authorisation or instruction required in connection with the execution and performance of this Agreement has been provided by any relevant third party; (v) any act required by any relevant governmental or other authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renew ed if necessary); (vi) its performance of this Agreement will not violate or breach any applic able law, regulation, contract or other requirement; and (vii) it is authorised and able to execute this Agreement with electronic signatures and (to the extent applicable) it is authorised and able to execute instructions with electronic signatures

CONDITIONS OF APPOINTMENT. 5.1 In 22.1 Subject as provided in subclause 22.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer 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 Issuer for any interest or other amounts in respect of the money. No money held by any Agent need be segregated except as required by law. 22.2 Subject as provided in subclause 22.1, in acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent Agents shall act solely as an agent agents of the Issuer 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. 22.3 No Agent shall exercise any right of set-off or lien against the Issuer or any holders of Notes in respect of any moneys payable to or by it under the coupons terms of this Agreement. 22.4 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, each of the Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (if any) appertaining to whether or not the Relevant Notes (Note shall be overdue and notwithstanding any notice of ownership or other writing on the CouponsNote or any notice of previous loss or theft of the Note). 5.2 In relation to each issue 22.5 Each of Relevant Notes, the Calculation Agent Agents shall be obliged to perform the such duties and only the such duties specifically stated as are set out in this Agreement and the Conditions Notes and no implied duties or obligations shall be read into this Agreement or the Conditions Notes 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 circumstancesAgents. 5.3 22.6 The Calculation Fiscal Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent 22.7 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 on upon any instruction instruction, request or order from the Issuer Issuer, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 The Calculation Agent 22.8 Any of the Agents and any of its their affiliates, their officers, directors and directors, employees or controlling persons may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer 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 Issuer, as freely as if the Calculation Agent were not appointed under this Agreement. 22.9 The Agents shall not be under any obligation to take any action under this Agreement which any of them expects may result in any cost, expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant NotesInstruments, the Calculation Settlement Agent shall act solely as an agent of the Issuer and will shall not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes Instruments or the any coupons (if any) appertaining to the Relevant Notes thereto (the “Coupons”). 5.2 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. 5.3 The Calculation Settlement Agent may consult with legal and other professional advisers satisfactory to it and obtain the opinion of the advisers such advisers. The Settlement Agent shall be full fully protected in, and complete protection in respect of any action takenhave no liability for, omitted acting or suffered under this Agreement in good faith and omitting to act in accordance with the opinion of the advisersany advice so obtained. 5.4 5.3 The Calculation Settlement Agent shall be protected and shall incur no liability for or in respect of the validity of this Agreement or the Conditions or any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, fax, telex or other paper or document (including, but without limitation, any notice, letter or other document delivered by a Holder in connection with the transfer or delivery of any Underlying Securities) which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. The Settlement Agent shall be under no obligation to verify any information contained in any notice, resolution, direction, consent, certificate, affidavit, statement, cable, fax, telex or other paper or document or have any liability by reason of any information contained therein being inaccurate. 5.5 5.4 The Calculation Settlement Agent and any of its officers, directors officers and employees may become the owner of, or acquire any interest in, in the Relevant Instruments or any Notes or Coupons (if any) appertaining thereto and any Underlying Securities with the same rights that it or he they would have had if the Calculation Settlement Agent were not appointed under this Agreementhereunder, and may engage or be 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 Instruments or Coupons (if any) or in connection with any other obligations of the Issuer or in connection with the Underlying Securities as freely as if the Calculation Settlement Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 6.1 In acting under this Agreement hereunder and in connection with the Relevant NotesInstruments, the Calculation Agent shall not act solely as an agent of the Issuer and will shall not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes Instruments or the coupons (if any) appertaining thereto (the “Coupons”). 6.2 In relation to the Relevant Notes (the Coupons). 5.2 In relation to each issue of Relevant NotesInstruments, the Calculation Agent shall be obliged to perform the such duties and only the such duties as are specifically stated set forth 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. 5.3 6.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 6.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Fiscal Agent, or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 6.5 The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes Instruments or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depositarydepository, trustee or agent for, any committee or body of holders of Notes the Relevant Instruments or Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and will shall not assume thereby 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 thereto (the “Receipts” and the “Coupons,” respectively). 5.2 (2) In relation to each issue of Relevant Notes, the Calculation Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform the such duties and only such duties as are herein and in the duties Terms and Conditions specifically stated in this Agreement and the Conditions set forth, and no implied duties or obligations shall be read into this Agreement or the Terms and Conditions against the Calculation Agent. If the Terms and Conditions are amended on or after a date on which the Calculation Agent accepts any appointment in a way which affects the duties expressed to be performed by the Calculation Agent, other than the duty Calculation Agent shall not be obliged to act honestly and in good faith and perform such duties as so amended unless it has delivered to exercise the diligence of a reasonably prudent expert in comparable circumstancesIssuer its prior written consent to the relevant amendments. 5.3 (3) The Calculation Agent may consult with legal and other professional advisers advisers, and the written opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (4) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or notification by any reference bank or other entity from which information is obtained for purposes of making the calculations required hereunder. 5.5 (5) The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer or any of its Affiliates and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the “Coupons”). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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 circumstancesfaith. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant relevant Notes, the Calculation [Calculation] [Determination] Agent shall act solely as an agent of the Issuer and, in the circumstances described in subclause 2.8 of the Agency Agreement, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant relevant Notes or the coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, the Calculation [Calculation] [Determination] Agent shall be obliged to perform the such duties and only the such duties specifically stated as are in this Agreement and in the Conditions specifically set forth or necessarily incidental thereto, and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation [Calculation] [Determination] 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. 5.3 The Calculation [Calculation] [Determination] Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation [Calculation] [Determination] Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, SWIFT communication or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Trustee. 5.5 The Calculation [Calculation] [Determination] Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have had if the Calculation [Calculation] [Determination] Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation [Calculation] [Determination] Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and the Guarantors 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 or coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the relevant Guarantor. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have 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 Issuer or any 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 any Guarantor as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers at their own expense where a bona fide question arises regarding the manner in which their respective obligations or duties are to be carried out, and the opinion of the advisers shall be full and complete authorization and protection in respect of any action taken, omitted or suffered under this Agreement in good faith and without negligence and in accordance with the opinion of the advisers. The Issuer agrees to reimburse the Calculation Agent for all expenses properly incurred in connection with such legal or professional advisers, provided that the Issuer has been consulted thereon in advance. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer Issuer, the Trustee or the Principal Paying Agent or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer, the Trustee or the Principal Paying Agent. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 20.1 Each Agent shall hold money paid to it by the Issuer for the purpose of this Agreement as a banker and not as a trustee and, as a result, the money will not be held in accordance with the UK FCA Client Money Rules (set out in chapter 7 of the CASS Sourcebook of the FCA Handbook of Rules and Guidance). However, the Agents: (a) shall not exercise any right of set-off, lien or similar claim in respect of the money; and (b) shall not be liable to account to the Issuer for any interest on the money. 20.2 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent Agents shall act solely as an agent agents of the Issuer and will not assume any fiduciary obligations towards or relationship of agency or trust for or with any of the owners Noteholders. 20.3 Except as otherwise permitted in the Conditions or holders as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Relevant Notes Agents shall be entitled to treat the registered holder of any Note as the absolute owner of it for all purposes (whether or not any payment in respect of the coupons (if any) appertaining to the Relevant Notes (the Couponsrelevant Note shall be overdue and regardless of any notice of ownership or writing on it or notice of any previous loss or theft of it). 5.2 In relation to each issue 20.4 Each of Relevant Notes, the Calculation Agent Agents shall be obliged to perform the duties and only the duties specifically stated in this Agreement Agreement, the Conditions and the Conditions Notes and no implied duties or obligations shall be read into this Agreement or the Conditions any of those documents against the Calculation Agent, any Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 5.3 The Calculation Agent 20.5 Each of the Agents may consult with legal and other professional advisers and the opinion of the 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 the such advisers. 5.4 The Calculation Agent 20.6 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 on upon any instruction instruction, request or order from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on upon written instructions from the Issuer. Each Agent shall be so entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received provided that such conflicting, unclear or equivocal instructions are immediately brought to the attention of the Issuer. 5.5 The Calculation 20.7 Any Agent and any of its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any other transaction party and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation such Agent were not appointed under this Agreement. 20.8 The Fiscal 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 the Fiscal Agent of any information relating to or provided by the Issuer to the Fiscal Agent and any agents of the Fiscal Agent (the Authorised Recipients) for confidential use for compliance with FATCA only provided that the Fiscal 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. The Fiscal Agent and the Authorised Recipients may also disclose any such information as is required by any court, FATCA or governmental Authority. 20.9 Notwithstanding anything else herein contained, the Fiscal Agent 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 (including but not limited to the European Union, United States or any jurisdiction forming part of it, and England and Wales) or any 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 law, directive or regulation.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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.or 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the “Coupons”). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers in respect of its rights and duties under this Agreement and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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 agent in comparable circumstances. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor]* 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 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. 5.3 The Calculation Agent may consult at its own cost with legal and other professional advisers of recognised standing and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer [or the Guarantor] *or any document which it reasonably believes believes, acting with due care to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer[or the Guarantor] *. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 Issuer [and 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 [and the Guarantor]* as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 20.1 Each Agent shall hold money paid to it by the Issuer for the purpose of this Agreement as a banker and not as a trustee and, as a result, the money will not be held in accordance with the FCA Client Money Rules (set out in chapter 7 of the CASS Sourcebook of the FCA Handbook of Rules and Guidance). However, the Agents: (a) shall not exercise any right of set-off, lien or similar claim in respect of the money; and (b) shall not be liable to account to the Issuer for any interest on the money. 20.2 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent Agents shall act solely as an agent agents of the Issuer and will not assume any fiduciary obligations towards or relationship of agency or trust for or with any of the owners Noteholders. 20.3 Except as otherwise permitted in the Conditions or holders as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Relevant Notes Agents shall be entitled to treat the registered holder of any Note as the absolute owner of it for all purposes (whether or not any payment in respect of the coupons (if any) appertaining to the Relevant Notes (the Couponsrelevant Note shall be overdue and regardless of any notice of ownership or writing on it or notice of any previous loss or theft of it). 5.2 In relation to each issue 20.4 Each of Relevant Notes, the Calculation Agent Agents shall be obliged to perform the duties and only the duties specifically stated in this Agreement Agreement, the Conditions and the Conditions Notes and no implied duties or obligations shall be read into this Agreement or the Conditions any of those documents against the Calculation Agent, any Agent other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 5.3 The Calculation Agent 20.5 Each of the Agents may consult with legal and other professional advisers and the opinion of the 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 the such advisers. 5.4 The Calculation Agent 20.6 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 on upon any instruction instruction, request or order from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on upon written instructions from the Issuer. Each Agent shall be so entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received provided that such conflicting, unclear or equivocal instructions are immediately brought to the attention of the Issuer. 5.5 The Calculation 20.7 Any Agent and any of its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any other transaction party and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation such Agent were not appointed under this Agreement. 20.8 The Fiscal 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 the Fiscal Agent of any information relating to or provided by the Issuer to the Fiscal Agent and any agents of the Fiscal Agent (the Authorised Recipients) for confidential use for compliance with FATCA only provided that the Fiscal 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. The Fiscal Agent and the Authorised Recipients may also disclose any such information as is required by any court, FATCA or governmental Authority. 20.9 Notwithstanding anything else herein contained, the Fiscal Agent 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 (including but not limited to Ireland, the European Union, United States or, in each case, any jurisdiction forming part of it, and England and Wales) or any 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 law, directive or regulation.

CONDITIONS OF APPOINTMENT. 5.1 (a) In acting under this Agreement and hereunder in connection with the Relevant Notes, the Calculation Agent shall not act solely as an agent of the Issuer Company and will shall not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the "Coupons"). 5.2 (b) In relation to each issue of Relevant NotesSeries, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this the 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. 5.3 (c) The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (d) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer Company or the Agent, or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes believes, after making reasonable investigation of the same, to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerCompany. 5.5 (e) The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he or she would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuer Company as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 6.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the "Coupons"). 5.2 6.2 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. 5.3 6.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 6.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 6.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and will shall not assume thereby 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 thereto (the “Receipts” and the “Coupons”, respectively). 5.2 (2) In relation to each issue of Relevant Notes, the Calculation Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform the such duties and only such duties as are herein and in the duties Terms and Conditions specifically stated in this Agreement and the Conditions set forth, and no implied duties or obligations shall be read into this Agreement or the Terms and 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. 5.3 (3) The Calculation Agent may consult with legal and other professional advisers advisers, and the written opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (4) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction 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 reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or notification by any Reference Bank (as defined in the Amended and Restated Agency Agreement). 5.5 (5) The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 19.1 Save as provided in clause 19.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer 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 FCA Client Money Rules and shall not be liable to account to the Issuer for any profit, interest or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law. 19.2 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent Agents shall act solely as an agent agents of the Issuer and will not assume any fiduciary obligations towards or relationship of agency or trust for or with any of the owners Noteholders. 19.3 No Agent shall exercise any right of set-off or holders lien or similar claim against the Issuer or any Noteholders in respect of any moneys payable to or by it under the terms of this Agreement.‌ 19.4 Except as otherwise required by law, each of the Relevant Notes Agents shall be entitled to treat the registered holder of any Note as the absolute owner for all purposes (whether or not any payment in respect of the relevant Note shall be overdue and regardless of any notice of ownership, trust or any interest or any writing on, or the coupons (if any) appertaining to theft or loss of, the Relevant Notes (the Couponsrelevant Certificate). 5.2 In relation to each issue 19.5 Each of Relevant Notes, the Calculation Agent Agents shall be obliged to perform the such duties and only the such duties specifically stated as are set out in this Agreement and the Conditions Notes and no implied duties or obligations shall be read into this Agreement or the Conditions Notes against the Calculation Agent, Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstancesfaith. 5.3 The Calculation Agent 19.6 Each of the Agents may consult with legal any expert or legal, financial and other professional advisers and the opinion of the 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 the such advisers. 5.4 The Calculation Agent 19.7 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 on upon any instruction instruction, request or order from the Issuer or any document which it reasonably believes believes, acting in good faith, to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. The Fiscal Agent shall be so entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received provided that such conflicting, unclear or equivocal instructions are immediately brought to the attention of the Issuer. 5.5 The Calculation Agent and any 19.8 Any of its the Agents, their officers, directors and employees directors, employees, agents, delegates or controlling persons may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent concerned were not appointed under this Agreement, and may engage or be 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 the Notes or Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation such Agent were not appointed under this Agreement. 19.9 None of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it. 19.10 Notwithstanding anything else herein contained, the Agents 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 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 state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation. Each Agent shall, as soon as reasonably practicable and, insofar as legally permissible, inform the Issuer if, pursuant to this clause, it will refrain from doing anything hereunder.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement hereunder and in connection with the Relevant Notes, Notes the Calculation Agent shall act solely as an agent of the Issuer Issuers and will shall not assume thereby 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 thereto (the “Receipts” and the “Coupons”, respectively). 5.2 (2) In relation to each issue of Relevant Notes, the Calculation Agent hereby undertakes to the relevant Issuer to perform such obligations and duties, and shall be obliged to perform the such duties and only such duties as are herein and in the duties Terms and Conditions specifically stated in this Agreement and the Conditions set forth and no implied duties or obligations shall be read into this Agreement or the Terms and 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. 5.3 (3) The Calculation Agent may consult with legal and other professional advisers and the written opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (4) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction 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 reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuerrelevant Issuer or notification by any Reference Bank (as defined in the Amended and Restated Agency Agreement). 5.5 (5) The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuer Issuers as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. ‌ 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] 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 coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer [or the Guarantor] or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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.implied 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the "Coupons"). 5.2 (2) 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. 5.3 (3) The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 (4) The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 (5) The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] and will not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, Notes the Calculation Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Conditions Relevant Notes 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 agent in comparable circumstances. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer [or the Guarantor] or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, 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 (if any) or in connection with any other obligations of the Issuer [or the Guarantor] as freely as if the Calculation Agent were not appointed under this Agreement.hereunder. 0010155-0002658 ICM:29736226.4 102

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the “Coupons”). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional reputable advisers in respect of its rights and duties under this Agreement and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (c oupons ( if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with reputable legal and other professional advisers with respect to its rights and duties hereunder and may rely on the opinion of any such advisers. Failure to consult with such advisers on any matter shall not be construed as evidence of the advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement Princ ipal Paying Agent not acting in good faith and in accordance with the opinion of the advisersfaith. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from an authorised officer of the Issuer in accordance with this Agreement or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from an authorised offic er of the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would w ould have 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 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 c onnection w ith any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] and will not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, Notes the Calculation Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Conditions Relevant Notes 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 agent in comparable circumstances. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer [or the Guarantor] or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, 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 (if any) or in connection with any other obligations of the Issuer [or the Guarantor] as freely as if the Calculation Agent were not appointed under this Agreement.hereunder. 0010155-0002527 ICM:26977702.6 103

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he he/she would have 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 Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or Receiptholders or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreement. 5.6 The Calculation Agent shall not be obliged at any time to calculate the Interest Rate for an Interest Period in relation to the Relevant Notes, the applicable Final Terms for which indicates a Reference Rate that does not comply with Regulation (EU) 2016/1011 of 8 June 2016 and the Calculation Agent shall incur no liability for its decision to not calculate the Interest Rate in respect of such Tranche of Notes until such time as the Issuer has identified an acceptable Successor Rate or, as the case may be, Alternative Rate for such Tranche of Notes in accordance with Condition 6.7 and has notified the Calculation Agent in writing accordingly. 5.7 Notwithstanding the provisions of Condition 6.7(I)(d), the Calculation Agent shall not be obliged to concur with the Issuer in respect of any Benchmark Amendments which, in the sole opinion of the Calculation Agent, acting reasonably and in good faith, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities, or reduce or amend the protective provisions afforded to it in this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, Instruments the Calculation Agent shall act solely as an agent of the Issuer and will shall not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes Instruments or the coupons (if any) appertaining to the Relevant Notes thereto (the “Coupons”). 5.2 In relation to each issue of Relevant Notes, Instruments the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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. 5.3 The Calculation Agent may may, with prior notice to the Issuer, consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder (after consulting the Issuer) in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction 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 reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] and will not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, Notes the Calculation Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Conditions Relevant Notes 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 agent in comparable circumstances. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer [or the Guarantor] or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, 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 (if any) or in connection with any other obligations of the Issuer [or the Guarantor] as freely as if the Calculation Agent were not appointed under this Agreement.hereunder. 0010155-0002367 ICM:23324846.7 103

CONDITIONS OF APPOINTMENT. 5.1 22.1 In acting under this Agreement and in connection with the Relevant NotesAgreement, the Calculation no Agent shall act solely as an agent (i) be under any fiduciary duty towards any person, (ii) be responsible for or liable in respect of the authorization, validity or legality of any Note amount paid by it hereunder (except to the extent that any such liability is determined by a court of competent jurisdiction to have been resulted from such Agent’s gross negligence or wilful misconduct), (iii) be under any obligation towards any person other than the Issuer and will not or (iv) assume any obligations towards or relationship of agency or trust for or with any holder of the owners Notes. 22.2 The Agents shall be entitled to treat the registered holder of any Note as the absolute owner of such Note for all purposes and, to the extent applicable, make payments thereon accordingly. 22.3 The Agents may exercise any of their rights or holders duties hereunder by or through agents or attorneys, and shall not be responsible for any misconduct thereof, provided such agent or attorney has been appointed by due care. 22.4 No Agent shall exercise any lien, right of set-off or similar claim against any Holder of a Note in respect of moneys payable by it under this Agreement; however, should the Paying Agent elect to make a payment pursuant to Section 6.4 hereof, it shall be entitled to appropriate for its own account out of the Relevant Notes or the coupons (if any) appertaining funds received by it under Section 6 an amount equal to the Relevant Notes (the Coupons)amount so paid by it. 5.2 In relation 22.5 Each Agent may (at the reasonable expense of the Issuer) consult on any matter concerning its duties hereunder any legal adviser or other expert selected by it, and such Agent shall not be liable in respect of anything done, or omitted to each issue be done in accordance with that adviser’s opinion. At any time, an Agent may apply to any duly authorized representative of Relevant Notesthe Issuer for a written instruction, and shall not be liable for action taken or omitted to be taken in accordance with such instruction. 22.6 Each Agent shall be entitled to rely, and shall not be liable in respect of anything done or suffered by it in reliance, on any notice, document, communication or information reasonably believed in good faith by it to be genuine and given by the Calculation Agent proper parties. 22.7 The Agents shall be obliged to perform only such duties as are specifically set forth herein and in the duties and only the duties specifically stated in this Agreement and the Conditions Notes, and no implied duties or obligations shall be read into this Agreement or the Conditions Notes against the Calculation AgentAgents. 22.8 No Agent shall be liable to account to the Issuer for any interest or other amounts in respect of funds received by it from the Issuer. Money held by an Agent need not be segregated except as required by law. 22.9 No provision of this Agreement or the Notes shall require any Agent to risk or expend its own funds, other than or to take any action which in its reasonable judgment would result in any expense or liability accruing to it. 22.10 In no event will any Agent be responsible or liable for any failure or delay in the duty performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, epidemics or pandemics, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, severe loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that such Agent will use reasonable efforts which are consistent with accepted practices in the banking industry to act honestly and in good faith and to exercise resume performance as soon as practicable under the diligence of a reasonably prudent expert in comparable circumstances. 5.3 The Calculation 22.11 No Agent may consult with legal and other professional advisers and shall have any duty to inquire as to the opinion performance of the advisers covenants of the Issuer, nor shall it be full and complete protection in respect charged with knowledge of any action taken, omitted or suffered under default hereunder until it has received written notice thereof at its address set forth in Section 26 hereof and such notice references the Notes and this Agreement. 22.12 Notwithstanding any provision of this Agreement to the contrary, no Agent will in good faith and in accordance with the opinion any event be liable for special, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if such Agent has been advised of the adviserslikelihood of such loss or damage and regardless of the form of action. 5.4 The Calculation 22.13 No Agent shall be protected and shall incur no any liability in respect hereunder except to the extent such liability has been determined by a court of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and competent jurisdiction to have been delivered by the proper party resulted from such Agent’s gross negligence or on written instructions from the Issuerwilful misconduct. 5.5 The Calculation Agent and any of 22.14 Each Agent, its officers, directors directors, employees and employees shareholders may become the owner owners of, or acquire any interest in, any Notes or Coupons (if any) the Notes, with the same rights that it or he they would have had if the Calculation Agent it were not appointed under this Agreementan Agent hereunder, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Agent it were not appointed under an Agent hereunder. 22.15 No Agent nor its officers, directors, employees, agents or attorneys shall be liable to the Issuer for any act or omission hereunder, or for any error of judgment made in good faith by it or them, except to the extent such liability has been determined by a court of competent jurisdiction to have resulted from such Agent’s gross negligence or wilful misconduct. 22.16 Each Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement. 22.17 The Issuer will supply the Agents with the names and specimen signatures of its authorized persons. 22.18 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, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 22.19 Notwithstanding any other provision of this Agreement, the Paying Agent or the Fiscal Agent (as applicable, “BNYM”) shall be entitled to make a deduction or withholding (including the deduction of FATCA Withholding Tax) 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 BNYM 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, and BNYM shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. In order to comply with Applicable Law, the Issuer agrees: (i) to provide to BNYM sufficient information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions), so BNYM can determine whether it has tax related obligations under Applicable Law; (ii) that BNYM shall be entitled to make any withholding or deduction from payments under the transaction documents to the extent necessary to comply with Applicable Law for which BNYM shall not have any liability; and (iii) to hold harmless BNYM for any losses it may suffer due to the actions it takes to comply with such Applicable Law. Definitions:

CONDITIONS OF APPOINTMENT. 5.1 20.1 Subject as provided in subclause 20.3, the Agents shall be entitled to deal with money paid to it by the Issuer 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 Issuer for any interest or other amounts in respect of the money. No money held by any Agent need be segregated except as required by law and as a result such money shall not be held in accordance with the Client Money Rules. 20.2 In acting under this Agreement and in connection with the Relevant NotesNotes and the Coupons, the Calculation Agent Agents shall act solely as an agent agents of the Issuer and will not assume any fiduciary duties or any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes, Coupons or Talons. 20.3 No Agent shall exercise any right of set-off or lien against the Issuer or any holders of Notes or Coupons in respect of any moneys payable to or by it under the coupons terms of this Agreement. 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, each of the Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner for all purposes (if any) appertaining to whether or not the Relevant Notes (Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the CouponsNote or Coupon or any notice of previous loss or theft of the Note or Coupon). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent 20.5 The Agents shall be obliged to perform the such duties and only the such duties specifically stated as are set out in this Agreement and the Conditions Notes and no implied duties or obligations shall be read into this Agreement or the Conditions Notes against the Calculation Agent, Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent expert agent in comparable circumstances. 5.3 20.6 The Calculation Agent Agents may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent 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 on upon any instruction instruction, request or order from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on parties or upon written instructions from the Issuer. In the event any Agent receives conflicting, unclear or equivocal instructions, the relevant Agent shall be entitled to take no action until such instructions have been resolved or clarified upon request by the relevant Agent promptly to the Issuer and the relevant 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. 5.5 The Calculation Agent 20.8 Any of the Agents (or its affiliates) and any of its officers, directors and or employees may become the owner of, or acquire any interest in, any Notes Notes, Coupons or Coupons (if any) Talons with the same rights that it or he would have had if the Calculation Paying Agent concerned were not appointed under this Agreement, and may engage or be interested in any financial or other transaction with the Issuer 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 Issuer, as freely as if the Calculation Paying Agent were not appointed under this Agreement. 20.9 The Agents shall not be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it. 20.10 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 the 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 clause 20.10 to the extent that: (i) any 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 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 clause 20.10, 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.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant relevant Notes, the Calculation [Calculation] [Determination] Agent shall act solely as an agent of the Issuer and, in the circumstances described in subclause 2.8 of the Agency Agreement, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant relevant Notes or the coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, the Calculation [Calculation] [Determination] Agent shall be obliged to perform the such duties and only the such duties specifically stated as are in this Agreement and in the Conditions specifically set forth or necessarily incidental thereto, and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation [Calculation] [Determination] 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. 5.3 The Calculation [Calculation] [Determination] Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation [Calculation] [Determination] Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex, SWIFT communication or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerIssuer or the Trustee. 5.5 The Calculation [Calculation] [Determination] Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation [Calculation] [Determination] Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation [Calculation] [Determination] Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] 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 coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer Issuer[, the Guarantor] or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer [or the Guarantor]. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer Bank and will not thereby 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 thereto (the Receipts and the Coupons, respectively). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Conditions against the Calculation Agent, other than the duty to or act honestly and in good faith and to exercise the diligence of a reasonably prudent expert in comparable circumstances. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the advisers such adviser shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction from instruction, request or order for the Issuer Bank or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on upon written instructions from the IssuerBank. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer Bank 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 Bank as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 19.1 Subject as provided in Clause 19.3, the Fiscal Agent shall be entitled to deal with money paid to it by the Issuer 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 Issuer for any interest or other amounts in respect of the money. No money held by any Agent need be segregated except as required by law and shall not be subject to the UK Financial Conduct Authority Client Money Rules. 19.2 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent Agents shall act solely as an agent agents of the Issuer 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. 19.3 The Paying Agent shall not exercise any right of set-off, lien or similar claim against the Issuer or any holders of Notes in respect of any moneys payable to or by it under the coupons terms of this Agreement. 19.4 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 (if any) appertaining to 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 Relevant Notes (the CouponsNote). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent 19.5 The Agents shall be obliged to perform the such duties and only the such duties specifically stated as are set out in this Agreement and the Conditions Notes and no implied duties or obligations shall be read into this Agreement or the Conditions Notes 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 circumstancesAgents. 5.3 19.6 The Calculation Agent Agents may consult consult, at the expense of the Issuer, with legal and other professional advisers and the opinion of the advisers it shall not be full and complete protection liable in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the advice and opinion of those advisers. The right of the advisersAgents to consult, at the expense of the Issuer, any advisers shall not extend to any advice provided in relation to the negotiation and conclusion of this Agreement up to, and including, the date of issue of the Notes, but shall extend to any advice provided after such date. 5.4 The Calculation Agent 19.7 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 on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, telex or other paper or document which it reasonably believes believes, acting in good faith, to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 The Calculation Agent and any 19.8 Any of its the Agents, their officers, directors and directors, employees or controlling persons may become the owner of, or acquire any an interest in, any the Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent concerned were not appointed under this Agreement, and may engage or be 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 Coupons or in connection with any other obligations of the Issuer Issuer, as freely as if the Calculation Agent were not appointed under this Agreement. 19.9 The Fiscal Agent shall not be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. 19.10 Any payment by the Agents under this Agreement will be made without any deduction or withholding for or on account of any taxes unless such deduction or withholding is required by any applicable law. The Issuer acknowledges and agrees that the Agents may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of taxes. The Agents will timely pay the full amount debited or withheld to the relevant authority in accordance with the relevant applicable law. If any taxes become payable with respect to any prior credit to the Issuer by the Agents, the Issuer acknowledges that the Agents may debit any balance held for it in satisfaction of such prior taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from the Agents or any authority. If taxes are paid by the Agents or any of its affiliates, the Issuer agrees that it shall promptly reimburse the Agents for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If the Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer. 19.11 Notwithstanding anything else herein contained, an Agent 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 (including but not limited to 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 state or jurisdiction and may without liability do anything which is, or might in its reasonable opinion, be necessary to comply with any such law, directive or regulation.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, Notes the Calculation Agent shall act solely as an agent of the Issuer and will shall not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the "Coupons"). 5.2 In relation to each issue of Relevant Notes, Notes the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 (a) In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 (b) 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. 5.3 (c) The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 (d) The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which that it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 (e) The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement. (f) The Calculation Agent shall not be obliged at any time to calculate the Rate of Interest for an Interest Period in relation to the Relevant Notes, the applicable Final Terms for which indicates a Reference Rate that does not comply with Regulation (EU) 2016/1011 of 8 June 2016 and the Calculation Agent shall incur no liability for its decision to not calculate the Rate of Interest in respect of such Tranche of Notes until such time as the Issuer has identified an acceptable Successor Rate or, as the case may be, Alternative Rate for such Tranche of Notes in accordance with Condition 6.8 and has notified the Calculation Agent in writing accordingly.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party, such party having acted or acting on instructions of the Issuer, or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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. 5.3 The Calculation Agent may consult with legal and other professional advisers in respect of its rights and duties under this Agreement and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor]* 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 coupons (if any) appertaining to the Relevant Notes (the Coupons)."Coupons").‌ 5.2 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. 5.3 The Calculation Agent may consult at its own cost with legal and other professional advisers of recognised standing and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer [or the Guarantor]* or any document which it reasonably believes believes, acting with due care to be genuine and to have been delivered by the proper party or on written instructions from the Issuer.Issuer[or the Guarantor]*.‌ 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 Issuer [and 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 [and the Guarantor]* as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant NotesCovered Bonds, the Calculation 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 of the owners or holders of the Relevant Notes Covered Bonds or the receipts or coupons (if any) appertaining to the Relevant Notes Covered Bonds (the Receipts and the Coupons, respectively). 5.2 In relation to each issue of Relevant NotesCovered Bonds, 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Covered Bonds, Receipts or Coupons (if any) with the same rights that it or he they would have 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 Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Covered Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 (a) In acting under this Agreement and hereunder in connection with the Relevant Notes, the Calculation Agent shall not act solely as an agent of the Issuer Company and will shall not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the “Coupons”). 5.2 (b) In relation to each issue of Relevant NotesSeries, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this the 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. 5.3 (c) The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (d) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer Company or the Agent, or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes believes, after making reasonable investigation of the same, to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the IssuerCompany. 5.5 (e) The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he or she would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the Issuer Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuer Company as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement and in connection with the Relevant Notes, the [Alternative Currency] Calculation Agent shall act solely as an agent of the Issuer [and the Guarantor] 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 coupons (if any) appertaining to the Relevant Notes (the Coupons). 5.2 (2) In relation to each issue of Relevant Notes, the [Alternative Currency] Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and in the Conditions and no implied duties or obligations shall be read into this Agreement or the Conditions against the [Alternative Currency] 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. 5.3 (3) The [Alternative Currency] Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 (4) The [Alternative Currency] Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer [or the Guarantor] or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer [or the Guarantor]. 5.5 (5) The [Alternative Currency] Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have had if the [Alternative Currency] Calculation Agent 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 [Alternative Currency] Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 of the owners or holders of the Relevant Notes or the coupons (if any) appertaining to the Relevant Notes (the “Coupons”). 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer Issuer, the Trustee or the Principal Paying Agent or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer, the Trustee or the Principal Paying Agent. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he they would have 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 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 Calculation Agent were not appointed under this Agreement. 5.6 At any time after an Event of Default (or any condition, event or act which, with the giving of notice and/or the lapse of time and/or the issue of a certificate, would constitute an Event of Default) has occurred, the Trustee may: (A) by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (1) 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 provisions of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee’s liability under any provision of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in relation to the relative Notes) and thereafter to hold all Notes, Certificates, Coupons and Talons and all sums, documents and records held by it in respect of Notes, Certificates, Coupons and Talons on behalf of the Trustee; and/or (2) to deliver up all Notes, Certificates, Coupons and Talons and all sums, documents and records held by it in respect of Notes, Certificates, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Calculation Agent is obliged not to release by any law or regulation.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and the Guarantor 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 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or the Guarantor or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the Guarantor. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes the Relevant Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of the Relevant Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation 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 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 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 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 Calculation Agent were not appointed under this Agreement. 5.6 Notwithstanding anything included in the ISDA Definitions and/or the determinations to be made pursuant to the ISDA Definitions (the ISDA Determinations) to the contrary, the Issuer agrees that the Calculation Agent will have no obligation to exercise any discretion (including, but not limited to, determinations of alternative and/or substitute benchmark rates, successor reference rates and/or screen pages, interest adjustment factors/fractions or spreads, market disruptions, and/or benchmark amendment conforming changes), and to the extent the ISDA Definitions and/or ISDA Determinations require, for any Series of Notes, the Calculation Agent to exercise any such discretions and/or make such determinations, such references shall be construed as the Issuer exercising such discretions and/or determinations and not the Calculation Agent.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and the Guarantors 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 coupons (if any) appertaining to the Relevant Notes (the Coupons)Notes. 5.2 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or the Guarantors or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the IssuerIssuer or the Guarantors. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have 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 Issuer or the Guarantors 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 Guarantors as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant NotesBonds, the Calculation 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 of the owners or holders of the Relevant Notes Bonds or the coupons (if any) appertaining to the Relevant Notes Bonds (the “Coupons”). 5.2 In relation to each issue of Relevant NotesBonds, 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. If the Calculation Agent is unable to obtain, establish or determine the rate of interest and interest amount for any interest period, the Issuer shall appoint an alternative leading bank or financial institution engaged in the interbank market that is most closely connected with the calculation or determination to be made by the Calculation Agent, to act as such in its place. If the Calculation Agent at any time, has not been provided with the requisite information to make any determination or calculation or take any action that it is required to, it shall be released from its obligations to make such determination or calculation. For the avoidance of doubt, the Calculation Agent shall not be responsible to the Issuer, the holders of the Bonds or any third party as a result of the Calculation Agent having relied upon any quotation, ratio, or other information provided to it by any person for the purposes of making any determination, calculations, adjustments, notifications and publications hereunder, which subsequently may be found to be incorrect or inaccurate in any way or for any losses arising by virtue thereof. 5.3 The Calculation Agent may may, with the written consent of the Issuer, where legally permissible and provided that such consent is not unreasonably withheld, consult with legal and other professional advisers and the opinion of the 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the Issuer or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Bonds or Coupons (if any) with the same rights that it or he they would have 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 Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Bonds or Coupons or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, Notes the Calculation Agent shall act solely as an agent of the Issuer and will shall not thereby 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 coupons (if any) appertaining to the Relevant Notes thereto (the Coupons). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the relevant 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the adviserssuch advisers save for manifest error. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties and which is not manifestly wrong or upon written instructions from the Issuer. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons or Talons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be 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 Coupons (if any) or in connection with any other obligations of the Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the Issuer and the Guarantor and will not thereby 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 thereto (the “Receipts” and the “Coupons”, respectively). 5.2 In relation to each issue of Relevant Notes, the Calculation Agent shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the Issuer or the Guarantor or the Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the Issuer, the Guarantor or the Trustee. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, 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 Calculation Agent were not appointed under this Agreementhereunder.

CONDITIONS OF APPOINTMENT. 5.1 In acting under this Agreement and in connection with the Relevant Notes, the Calculation Agent shall act solely as an agent of the relevant Issuer and the Guarantors 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 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. 5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of the advisers of high repute 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 the advisers. 5.4 The Calculation Agent shall be protected and shall incur no liability in respect of any action taken, omitted or suffered in reliance on any instruction from the relevant Issuer or the Guarantors or any document which it reasonably believes to be genuine and to have been delivered by the proper party or on written instructions from the Issuerrelevant Issuer or the Guarantors. 5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes Notes, Receipts or Coupons (if any) with the same rights that it or he would have 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 relevant Issuer or the Guarantors 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 relevant Issuer or the Guarantors as freely as if the Calculation Agent were not appointed under this Agreement. 5.6 If the Calculation Agent fails to perform the duties which it is obliged to perform as are specifically set forth herein and in the Conditions, the Calculation Agent shall notify the relevant Issuer and the Trustee of such failure forthwith.

CONDITIONS OF APPOINTMENT. 5.1 (1) In acting under this Agreement hereunder and in connection with the Relevant Notes, Notes the Calculation Agent shall not act solely as an agent of the Issuer Issuers and will shall not thereby 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 coupons (if any) appertaining to the Relevant Notes (the Coupons)Notes. 5.2 (2) In relation to each issue of Relevant Notes, Notes the Calculation Agent hereby undertakes to the Issuers to perform such obligations and duties, and shall be obliged to perform the such duties and only the such duties specifically stated as are herein and in this Agreement and the Conditions specifically set forth 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 independent party in comparable circumstances. 5.3 (3) The Calculation Agent may consult with legal and other professional advisers and the opinion of the such advisers shall be full and complete protection in respect of any action taken, omitted or suffered under this Agreement hereunder in good faith and in accordance with the opinion of the such advisers. 5.4 (4) The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance on upon any instruction instruction, request or order from the either Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered delivered, signed or sent by the proper party or on parties or upon written instructions from the either Issuer. 5.5 (5) The Calculation Agent Agent, and any of its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have had if the Calculation Agent were not appointed under this Agreementhereunder, and may engage or be interested in any financial or other transaction with the either 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 either Issuer as freely as if the Calculation Agent were not appointed under this Agreementhereunder.