Common use of CONDITIONS OF APPOINTMENT Clause in Contracts

CONDITIONS OF APPOINTMENT. 6.1 In acting under this Agreement and in connection with the Relevant Covered Bonds, the Calculation Agent shall act as an agent of the Issuer, the CBC and/or the Security Trustee and will not assume any obligations towards or relationship of agency for or with any of the owners or holders of the Relevant Covered Bonds or the coupons (if any) appertaining to the Relevant Covered Bonds (the "Coupons"). 6.2 At any time after an Issuer Event of Default and/or a CBC Event of Default has occurred and is continuing, the Calculation Agent shall be required upon receipt of a notice in writing from the Security Trustee to act thereafter as Calculation Agent of the Security Trustee respectively, in relation to the calculations or payments to be made by or on behalf of the Security Trustee under the provisions of the Trust Deed, mutatis mutandis, on the terms provided in this Agreement (save that the Security Trustee's liability under any provision hereof for the indemnification of the Calculation Agent and the Registrar shall be limited to the amount for the time being received or recovered by the Security Trustee under the Security and the Parallel Debt Agreement subject to the Post CBC Acceleration Notice Priority of Payments). 6.3 In relation to each issue of 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 accordance with standards of reasonableness and fairness and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 6.4 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 such advisers. 6.5 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, the CBC or the Security Trustee 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 CBC or the Security Trustee. 6.6 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Relevant 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 Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the CBC and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the CBC as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 6.1 22.1 Save as provided in Clause 22.3, the Principal Paying Agent shall be entitled to deal with money paid to it by the relevant Trustee or the IsDB 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 relevant Trustee or the IsDB for any profit or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law. 22.2 In acting under this Agreement and in connection with the Relevant Covered BondsTrust Certificates of any Series, the Calculation Agent Agents shall act solely as an agent agents of the Issuer, Trustees and the CBC and/or the Security Trustee IsDB and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Certificateholders. 22.3 No Paying Agent shall exercise any right of setoff or holders lien against the Trustees, the IsDB or any Certificateholders in respect of any moneys payable to or by it under the terms of this Agreement. 22.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the relevant Trustee, each of the Relevant Covered Bonds Agents shall be entitled to treat the registered holder of any Trust Certificate or as otherwise provided in the coupons relevant Global Trust Certificate as the absolute owner for all purposes (if any) appertaining to whether or not the Relevant Covered Bonds (relevant Trust Certificate shall be overdue and notwithstanding any notice of ownership or other writing on the "Coupons"relevant Trust Certificate or any notice of previous loss or theft of the relevant Trust Certificate). 6.2 At any time after an Issuer Event of Default and/or a CBC Event of Default has occurred and is continuing, the Calculation Agent shall be required upon receipt of a notice in writing from the Security Trustee to act thereafter as Calculation Agent of the Security Trustee respectively, in relation to the calculations or payments to be made by or on behalf of the Security Trustee under the provisions of the Trust Deed, mutatis mutandis, on the terms provided in this Agreement (save that the Security Trustee's liability under any provision hereof for the indemnification of the Calculation Agent and the Registrar shall be limited to the amount for the time being received or recovered by the Security Trustee under the Security and the Parallel Debt Agreement subject to the Post CBC Acceleration Notice Priority of Payments). 6.3 In relation to each issue of Relevant Covered Bonds, the Calculation Agent 22.5 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 each Series of Trust Certificates 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 relevant Trust Certificates against the Calculation AgentAgents, other than the duty to act honestly and in accordance with standards of reasonableness and fairness good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 6.4 The Calculation Agent 22.6 Each of the 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 such advisers. 6.5 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 Issuerrelevant Trustee, the CBC or the Security Trustee IsDB or any other Agent, or any Trust Certificate, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, 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 CBC relevant Trustee or the Security TrusteeIsDB. 6.6 The Calculation Agent and any 22.8 Any of its the Agents, their officers, directors and directors, employees or controlling persons may become the owner of, or acquire any interest in, any Relevant Covered Bonds or Coupons (if any) Trust Certificates 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 Trustees or the CBC IsDB, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds Certificateholders or Coupons or in connection with any other obligations of the Issuer Trustees or the CBC IsDB, as freely as if the Calculation such Agent were not appointed under this Agreement. The Agent shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transaction without regard to the interests of the Trustees and notwithstanding that the same may be contrary or prejudicial to the interests of the Trustees and shall not be responsible for any loss or damage occasioned to the Trustees thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith. 22.9 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 reasonable opinion, assured to it. 22.10 Nothing in this Agreement shall require the Agent to assume an obligation of the Trustees arising under any provision of the listing, Prospectus Regulation, disclosure or transparency rules (or equivalent rules of any other competent under the Prospectus Regulation). 22.11 The Agent is entitled to treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the Agent believes in good faith to be) the authorised representative of the relevant Trustee named in any list duly provided for the purpose by the relevant Trustee to the Agent, as sufficient instructions and authority of the relevant Trustee for the Agent to act. 22.12 The Agent shall not be responsible to anyone with respect to the validity of this Agreement or the Trust Certificates, Receipts or Coupons. 22.13 The Agent shall have no duty or responsibility in the case of any default by the Trustees in the performance of their obligations under the Conditions. 22.14 The Agent will treat information about the Trustees, the IsDB or any of the services provided hereunder (Confidential Information) as secret and confidential and will not, without the relevant Trustee’s prior written consent or authority, disclose to any third party the Confidential Information except in the following circumstances (in which case the Confidential Information may be disclosed to third parties, including members of the Agent’s corporate group): (a) where necessary to perform the Agent’s obligations under this Agreement; or (b) where the Agent is under a legal or regulatory obligation (including an obligation imposed by the The Panel on Takeovers and Mergers in the United Kingdom) to do so, or where the law permits it in certain limited circumstances to do so, or the Agent has been requested to do so by any legal, regulatory, governmental or fiscal body in any jurisdiction. The Agent may collect, use and disclose personal data about individuals associated with the Trustees, so that the Agent can carry out its obligations to the Trustees and for other related purposes, including auditing, monitoring and analysis of its business, fraud and crime prevention, money laundering, legal and regulatory compliance, and the marketing by the Agent or members of the HSBC Group of other services. The Agent may also transfer the personal data to any country (including countries outside where the Agent provides the services to be provided under the terms of this Agreement where there may be less stringent data protection laws) to process information on the Agent’s behalf. Wherever it is processed, the personal data will be protected with security measures and a degree of care to which all members of the HSBC Group and their staff are subject and will only be used in accordance with the relevant Trustee’s instructions. (a) In connection with HSBC Group’s commitment to comply with all applicable sanctions regimes, the Agent and any affiliate or subsidiary of HSBC Holdings plc may take any action that it considers (acting reasonably) necessary to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC Group policy that relates to the prevention of fraud, money laundering, terrorism, tax evasion, evasion of economic or trade sanctions or other criminal activities (collectively the Relevant Requirements). (b) Such action may include, but is not limited to, (i) screening, intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds; (ii) delaying or preventing the processing of instructions or transactions or the Agent’s performance of its obligations under this Agreement; or (iii) the blocking of any payment. (c) Where permissible by law, the Agent will as soon as possible notify the IsDB of the existence of such circumstances. To the extent permissible by law, neither the Agent nor any member of the HSBC Group will be liable for loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any party arising out of, or caused in whole or in part by, any actions that are taken by the Agent or any other member of the HSBC Group to comply with any Relevant Requirement. (d) In Clause 22.14 and this Clause 22.15, HSBC Group means HSBC Holdings plc together with its subsidiary undertakings from time to time. (e) This Clause 22.15 is without prejudice to the relevant Trustee’s right to terminate an Agent’s appointment pursuant to Clause 24 (Termination of Appointment) of this Agreement. 22.16 In the case of Global Trust Certificates which are held under the NSS, each of the Agents (other than the Principal Paying Agent or the Registrar, as the case may be) agrees that if any information required by the Principal Paying Agent or the Registrar to perform the duties set out in Schedule 5 (Obligations regarding Trust Certificates held under the NSS) becomes known to it, it will promptly provide such information to the Principal Paying Agent or the Registrar, as the case may be.

CONDITIONS OF APPOINTMENT. 6.1 5.1 In acting under this Agreement and in connection with the Relevant Covered Bonds, the Calculation Agent shall act solely as an agent of the Issuer, the CBC and/or Guarantors and, in the Security circumstances described in Clause 5.2, the Bond Trustee and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Covered Bonds or the receipts or coupons (if any) appertaining to the Relevant Covered Bonds (the "Receipts and the Coupons", respectively). 6.2 5.2 At any time after an Issuer Abbey Event of Default and/or a CBC or Potential Abbey Event of Default has shall have occurred and is continuingcontinuing or the Bond Trustee shall have received any money from the Issuer or Group Guarantor which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (a) by notice in writing to the Issuer, the Guarantors and the Calculation Agent shall be required upon receipt of a notice in writing from require the Security Trustee Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent of the Security Bond Trustee respectively, in relation to the calculations or payments of such moneys to be made by or on behalf of the Security Bond Trustee under the provisions terms of the Trust Deed, these presents mutatis mutandis, mutandis on the terms provided in this Agreement (save that the Security Bond Trustee's liability under any provision hereof provisions of this Agreement for the indemnification indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent and the Registrar shall be limited to the amount amounts for the time being received or recovered held by the Security Bond Trustee on the trusts of these presents relating to the Covered Bonds of the relevant Series and available for the purpose) and thereafter to hold all Covered Bonds, Receipt and Coupons and all sums, documents and records held by it in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (b) by notice in writing to the Issuer and the Group Guarantor require each of them (but not the LLP) to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Principal Paying Agent and with effect from the issue of any such notice to the Issuer and the Group Guarantor. 5.3 At any time after an LLP Event of Default or Potential LLP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the LLP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (a) by notice in writing to the Issuer, the LLP and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent and of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the Security terms of the trust presents mutatis mutandis on the terms provided in this Agreement (save that the Bond Trustee's liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Parallel Debt Agreement subject Calculation Agent shall be limited to the Post CBC Acceleration Notice Priority amounts for the time being held by the Bond Trustee on the trusts of Payments)the trust presents relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (b) by notice in writing to the LLP require it to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Calculation Agent and with effect from the issue of any such notice to the LLP. 6.3 5.4 In relation to each issue of Relevant Covered Bonds, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Terms and Conditions 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 accordance with standards of reasonableness and fairness good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. 6.4 5.5 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 such the advisers. 6.5 5.6 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, the CBC Guarantors or the Security Bond Trustee 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 CBC Guarantors or the Security Bond Trustee. 6.6 5.7 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Relevant Covered Bonds Bonds, 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 CBC Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the CBC Guarantors as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 6.1 5.1 In acting under this Agreement and in connection with the Relevant Covered Bonds, the Calculation Agent shall act solely as an agent of the Issuer, the CBC and/or LLP and, in the Security circumstances described in Clause 5.2, the Bond Trustee and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Covered Bonds or the receipts or coupons (if any) appertaining to the Relevant Covered Bonds (the "Receipts and the Coupons", respectively). 6.2 5.2 At any time after an Issuer Event of Default and/or a CBC or Potential Issuer Event of Default has shall have occurred and is continuingcontinuing or the Bond Trustee shall have received any money from the Issuer which it proposes to pay under Clause 11 of the Trust Deed (Application of Moneys) to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (a) by notice in writing to the Issuer, the LLP and the Calculation Agent shall be required upon receipt of a notice in writing from require the Security Trustee Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent of the Security Bond Trustee respectively, in relation to the calculations or payments of such moneys to be made by or on behalf of the Security Bond Trustee under the provisions terms of the Trust Deed, these presents mutatis mutandis, mutandis on the terms provided in this Agreement (save that the Security Bond Trustee's liability under any provision hereof provisions of this Agreement for the indemnification indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent and the Registrar shall be limited to the amount amounts for the time being received or recovered held by the Security Bond Trustee on the trusts of these presents relating to the Covered Bonds of the relevant Series and available for the purpose) and thereafter to hold all Covered Bonds, Receipt and Coupons and all sums, documents and records held by it in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (b) by notice in writing to the Issuer require the Issuer (but not the LLP) to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Principal Paying Agent and with effect from the issue of any such notice to the Issuer. 5.3 At any time after an LLP Event of Default or Potential LLP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the LLP which it proposes to pay under Clause 11 of the Trust Deed (Application of Moneys) to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (a) by notice in writing to the Issuer, the LLP and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent and of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the Security terms of the trust presents mutatis mutandis on the terms provided in this Agreement (save that the Bond Trustee's liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Parallel Debt Agreement subject Calculation Agent shall be limited to the Post CBC Acceleration Notice Priority amounts for the time being held by the Bond Trustee on the trusts of Payments)the trust presents relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (b) by notice in writing to the LLP require it to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Calculation Agent and with effect from the issue of any such notice to the LLP. 6.3 5.4 In relation to each issue of Relevant Covered Bonds, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Terms and Conditions 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 accordance with standards of reasonableness and fairness good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. 6.4 5.5 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 such the advisers. 6.5 5.6 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, the CBC LLP or the Security Bond Trustee 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 CBC LLP or the Security Bond Trustee. 6.6 5.7 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Relevant Covered Bonds Bonds, 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 CBC LLP and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the CBC LLP as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 6.1 22.1 Save as provided in Clause 22.3, the Principal Paying Agent shall be entitled to deal with money paid to it by the relevant Trustee or the IsDB 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 relevant Trustee or the IsDB for any profit or other amounts in respect of such money. No money held by any Agent need be segregated except as required by law. 22.2 In acting under this Agreement and in connection with the Relevant Covered BondsTrust Certificates of any Series, the Calculation Agent Agents shall act solely as an agent agents of the Issuer, Trustees and the CBC and/or the Security Trustee IsDB and will not assume any obligations towards or relationship of agency or trust for or with any of the owners Certificateholders. 22.3 No Paying Agent shall exercise any right of setoff or holders lien against the Trustees, the IsDB or any Certificateholders in respect of any moneys payable to or by it under the terms of this Agreement. 22.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the relevant Trustee, each of the Relevant Covered Bonds Agents shall be entitled to treat the registered holder of any Trust Certificate or as otherwise provided in the coupons relevant Global Trust Certificate as the absolute owner for all purposes (if any) appertaining to whether or not the Relevant Covered Bonds (relevant Trust Certificate shall be overdue and notwithstanding any notice of ownership or other writing on the "Coupons"relevant Trust Certificate or any notice of previous loss or theft of the relevant Trust Certificate). 6.2 At any time after an Issuer Event of Default and/or a CBC Event of Default has occurred and is continuing, the Calculation Agent shall be required upon receipt of a notice in writing from the Security Trustee to act thereafter as Calculation Agent of the Security Trustee respectively, in relation to the calculations or payments to be made by or on behalf of the Security Trustee under the provisions of the Trust Deed, mutatis mutandis, on the terms provided in this Agreement (save that the Security Trustee's liability under any provision hereof for the indemnification of the Calculation Agent and the Registrar shall be limited to the amount for the time being received or recovered by the Security Trustee under the Security and the Parallel Debt Agreement subject to the Post CBC Acceleration Notice Priority of Payments). 6.3 In relation to each issue of Relevant Covered Bonds, the Calculation Agent 22.5 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 each Series of Trust Certificates 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 relevant Trust Certificates against the Calculation AgentAgents, other than the duty to act honestly and in accordance with standards of reasonableness and fairness good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 6.4 The Calculation Agent 22.6 Each of the 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 such advisers. 6.5 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 Issuerrelevant Trustee, the CBC or the Security Trustee IsDB or any other Agent, or any Trust Certificate, or any notice, resolution, direction, consent, certificate, affidavit, statement, facsimile, 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 CBC relevant Trustee or the Security TrusteeIsDB. 6.6 The Calculation Agent and any 22.8 Any of its the Agents, their officers, directors and directors, employees or controlling persons may become the owner of, or acquire any interest in, any Relevant Covered Bonds or Coupons (if any) Trust Certificates 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 Trustees or the CBC IsDB, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds Certificateholders or Coupons or in connection with any other obligations of the Issuer Trustees or the CBC IsDB, as freely as if the Calculation such Agent were not appointed under this Agreement. The Agent shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transaction without regard to the interests of the Trustees and notwithstanding that the same may be contrary or prejudicial to the interests of the Trustees and shall not be responsible for any loss or damage occasioned to the Trustees thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith. 22.9 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 reasonable opinion, assured to it. 22.10 Nothing in this Agreement shall require the Agent to assume an obligation of the Trustees arising under any provision of the listing, Prospectus Regulation, disclosure or transparency rules (or equivalent rules of any other competent under the Prospectus Regulation). 22.11 The Agent is entitled to treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the Agent believes in good faith to be) the authorised representative of the relevant Trustee named in any list duly provided for the purpose by the relevant Trustee to the Agent, as sufficient instructions and authority of the relevant Trustee for the Agent to act. 22.12 The Agent shall not be responsible to anyone with respect to the validity of this Agreement or the Trust Certificates, Receipts or Coupons. 22.13 The Agent shall have no duty or responsibility in the case of any default by the Trustees in the performance of their obligations under the Conditions. 22.14 The Agent will treat information about the Trustees, the IsDB or any of the services provided hereunder (Confidential Information) as secret and confidential and will not, without the relevant Trustee’s prior written consent or authority, disclose to any third party the Confidential Information except in the following circumstances (in which case the Confidential Information may be disclosed to third parties, including members of the Agent’s corporate group): (a) where necessary to perform the Agent’s obligations under this Agreement; or (b) where the Agent is under a legal or regulatory obligation (including an obligation imposed by the The Panel on Takeovers and Mergers in the United Kingdom) to do so, or where the law permits it in certain limited circumstances to do so, or the Agent has been requested to do so by any legal, regulatory, governmental or fiscal body in any jurisdiction. The Agent may collect, use and disclose personal data about individuals associated with the Trustees, so that the Agent can carry out its obligations to the Trustees and for other related purposes, including auditing, monitoring and analysis of its business, fraud and crime prevention, money laundering, legal and regulatory compliance, and the marketing by the Agent or members of the HSBC Group of other services. The Agent may also transfer the personal data to any country (including countries outside where the Agent provides the services to be provided under the terms of this Agreement where there may be less stringent data protection laws) to process information on the Agent’s behalf. Wherever it is processed, the personal data will be protected with security measures and a degree of care to which all members of the HSBC Group and their staff are subject and will only be used in accordance with the relevant Trustee’s instructions. (a) In connection with HSBC Group’s commitment to comply with all applicable sanctions regimes, the Agent and any affiliate or subsidiary of HSBC Holdings plc may take any action that it considers (acting reasonably) necessary to comply with any law, regulation, request of a public or regulatory authority, any agreement between any member of the HSBC Group and any government authority or any HSBC Group policy that relates to the prevention of fraud, money laundering, terrorism, tax evasion, evasion of economic or trade sanctions or other criminal activities (collectively the Relevant Requirements). (b) Such action may include, but is not limited to, (i) screening, intercepting and investigating any transaction, instruction or communication, including the source of, or intended recipient of, funds; (ii) delaying or preventing the processing of instructions or transactions or the Agent’s performance of its obligations under this Agreement; or (iii) the blocking of any payment. (c) Where permissible by law, the Agent will as soon as possible notify the IsDB of the existence of such circumstances. To the extent permissible by law, neither the Agent nor any member of the HSBC Group will be liable for loss (whether direct or consequential and including, without limitation, loss of profit or interest) or damage suffered by any party arising out of, or caused in whole or in part by, any actions that are taken by the Agent or any other member of the HSBC Group to comply with any Relevant Requirement. (d) In Clause 22.14 and this Clause 22.15, HSBC Group means HSBC Holdings plc together with its subsidiary undertakings from time to time. (e) This Clause 22.15 is without prejudice to the relevant Trustee’s right to terminate an Agent’s appointment pursuant to Clause 24 (Termination of Appointment) of this Agreement. 22.16 In the case of Global Trust Certificates which are held under the NSS, each of the Agents (other than the Principal Paying Agent or the Registrar, as the case may be) agrees that if any information required by the Principal Paying Agent or the Registrar to perform the duties set out in Schedule 5 (Obligations regarding Trust Certificates held under the NSS) becomes known to it, it will promptly provide such information to the Principal Paying Agent or the Registrar, as the case may be.

CONDITIONS OF APPOINTMENT. 6.1 5.1 In acting under this Agreement and in connection with the Relevant Covered Bonds, the Calculation Agent shall will act solely as an agent of the Issuer, the CBC and/or Guarantor and, in the Security circumstances described in Section 5.2, the Bond Trustee and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Covered Bonds or the coupons (if any) appertaining to the Relevant Covered Bonds (the "“Coupons"”). 6.2 5.2 At any time after an Issuer Event of Default and/or a CBC or Potential Issuer Event of Default has will have occurred and is continuingcontinuing or the Bond Trustee will have received any money from the Issuer which it proposes to pay under Article 11 (Application of Funds) of the Trust Deed to the relevant Covered Bondholders and/or Couponholders, the Bond Trustee may: (a) by notice in writing to the Issuer, the Guarantor and the Calculation Agent shall be required upon receipt of a notice in writing from require the Security Trustee Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent of the Security Bond Trustee respectively, in relation to the calculations or payments of such funds to be made by or on behalf of the Security Bond Trustee under the provisions terms of the Trust Deed, these presents mutatis mutandis, mutandis on the terms provided in this Agreement (save that the Security Bond Trustee's ’s liability under any provision hereof provisions of this Agreement for the indemnification indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent and the Registrar shall will be limited to the amount amounts for the time being received or recovered held by the Security Bond Trustee on the trusts of these presents relating to the Covered Bonds of the relevant Series and available for the purpose) and thereafter to hold all Covered Bonds and Coupons and all sums, documents and records held by it in respect of Covered Bonds and Coupons on behalf of the Bond Trustee; or (b) by notice in writing to the Issuer require it (but not the Guarantor) to make all subsequent payments in respect of the Covered Bonds and Coupons to or to the order of the Bond Trustee and not to the Principal Paying Agent and with effect from the issue of any such notice to the Issuer. 5.3 At any time after a Guarantor Event of Default or Potential Guarantor Event of Default will have occurred and is continuing or the Bond Trustee will have received any money from the Guarantor which it proposes to pay under Article 11 (Application of Funds) of the Trust Deed to the relevant Covered Bondholders and/or Couponholders, the Bond Trustee may: (a) by notice in writing to the Issuer, the Guarantor and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent on behalf of the Bond Trustee in relation to payments of such funds to be made by or on behalf of the Bond Trustee under the Security terms of the trust presents mutatis mutandis on the terms provided in this Agreement (save that the Bond Trustee’s liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Parallel Debt Agreement subject Calculation Agent will be limited to the Post CBC Acceleration Notice Priority amounts for the time being held by the Bond Trustee on the trusts of Payments)the trust presents relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds and Coupons and all sums, documents and records held by them in respect of Covered Bonds and Coupons on behalf of the Bond Trustee; or (b) by notice in writing to the Guarantor require it to make all subsequent payments in respect of the Covered Bonds and Coupons to or to the order of the Bond Trustee and not to the Calculation Agent and with effect from the issue of any such notice to the Guarantor. 6.3 5.4 In relation to each issue of Relevant Covered Bonds, the Calculation Agent shall will be obliged to perform the duties and only the duties specifically stated in this Agreement and the Terms and Conditions and no implied duties or obligations shall will be read into this Agreement or the Terms and Conditions against the Calculation Agent, other than the duty to act honestly and in accordance with standards of reasonableness and fairness and to exercise the diligence of a reasonably prudent agent in comparable circumstancesthan. 6.4 5.5 The Calculation Agent may may, at the expense of the Issuer, consult with legal and other professional advisers and the opinion of the advisers shall will be full and complete protection in respect of any action taken, omitted or suffered under this Agreement in good faith and in accordance with the opinion of such the advisers. 6.5 5.6 The Calculation Agent shall will be protected and shall will incur no liability in respect of any action taken, omitted or suffered in reliance on (i) any instruction from the Issuer, the CBC Guarantor or the Security Trustee or Bond Trustee, (ii) any document which it reasonably believes to be genuine and to have been delivered by the proper party party, or on (iii) written instructions from the Issuer, the CBC Guarantor or the Security Bond Trustee. 6.6 5.7 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Relevant 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 Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the CBC Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the CBC Guarantor as freely as if the Calculation Agent were not appointed under this Agreement. 5.8 The Calculation Agent is entitled to treat a telephone, facsimile or e-mail communication or communication by other similar electronic means in a form satisfactory to the Agent from a person purporting to be (and whom the Calculation Agent, acting reasonably, believes in good faith to be) the authorized representative of the Issuer or the Guarantor, as sufficient instructions and authority of the Issuer or the Guarantor for the Calculation Agent to act and shall have no duty to verify or confirm that such person is so authorized. The Calculation Agent shall have no liability for any losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with such instructions or directions. The Calculation Agent shall be entitled to request and shall receive upon request an incumbency certificate from the Issuer in respect of such authorized representative of the Issuer in a form reasonably acceptable to the Calculation Agent. 5.9 The Calculation Agent shall be entitled to take any action or to refuse to take any action which such Agent regards as necessary for the Calculation Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. 5.10 The Calculation Agent shall have no duty or responsibility in the case of any default by the Issuer or the Guarantor in the performance of its obligations under the relevant Terms and Conditions. 5.11 For greater certainty, nothing herein shall be construed to imply any relationship of partnership, joint venture or similar relationship between the Calculation Agent and any of the Issuer, the Guarantor and the Bond Trustee. 5.12 No provision of this Agreement will require the Calculation Agent to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 5.13 The provisions of Article 22 of the Agency Agreement shall apply mutatis mutandis.

CONDITIONS OF APPOINTMENT. 6.1 In acting under this Agreement and in connection with the Relevant Covered Bonds, the Calculation Agent shall act solely as an agent of the Issuer, the CBC and/or LLP and, in the Security circumstances described in Clause 6.2, the Bond Trustee if it so requires, 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 Covered Bonds or the coupons (if any) appertaining to the Relevant Covered Bonds (the "Coupons"). 6.2 At any time after an Issuer Event of Default and/or a CBC or Potential Issuer Event of Default has shall have occurred and is continuingcontinuing or the Bond Trustee shall have received any money from the Issuer which it proposes to pay under Clause 11 of the Trust Deed (Application of Monies) to the relevant Covered Bondholders and/or Couponholders, the Bond Trustee may: (a) by notice in writing to the Issuer, the LLP and the Calculation Agent shall be required upon receipt of a notice in writing from require the Security Trustee Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent of the Security Bond Trustee respectively, in relation to the calculations or payments of such monies to be made by or on behalf of the Security Bond Trustee under the provisions terms of the Trust Deed, Deed mutatis mutandis, mutandis on the terms provided in this Agreement (save that the Security Bond Trustee's liability under any provision hereof provisions of this Agreement for the indemnification indemnification, remuneration and payment of out-of- pocket expenses of the Calculation Agent and the Registrar shall be limited to the amount amounts for the time being received or recovered held by the Security Bond Trustee on the trusts of the Trust Deed relating to the Covered Bonds of the relevant Series and available for the purpose) and thereafter to hold all Covered Bonds and Coupons and all sums, documents and records held by it in respect of Covered Bonds and Coupons on behalf of the Bond Trustee; or (b) by notice in writing to the Issuer require it (but not the LLP) to make all subsequent payments in respect of the Covered Bonds and Coupons to or to the order of the Bond Trustee and not to the Principal Paying Agent and with effect from the issue of any such notice to the Issuer. 6.3 At any time after an LLP Event of Default or Potential LLP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the LLP which it proposes to pay under Clause 15 of the Trust Deed (Covenants by the Issuer and the LLP) to the relevant Covered Bondholders and/or Couponholders, the Bond Trustee may: (a) by notice in writing to the Issuer, the LLP and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent and of the Bond Trustee in relation to payments of such monies to be made by or on behalf of the Bond Trustee under the Security terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Bond Trustee's liability under any provisions thereof for the indemnification, remuneration and payment of out-of- pocket expenses of the Parallel Debt Agreement subject Calculation Agent shall be limited to the Post CBC Acceleration Notice Priority amounts for the time being held by the Bond Trustee on the trusts of Payments)the Trust Deed relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds and Coupons and all sums, documents and records held by them in respect of Covered Bonds and Coupons on behalf of the Bond Trustee; or (b) by notice in writing to the LLP require it to make all subsequent payments in respect of the Covered Bonds and Coupons to or to the order of the Bond Trustee and not to the Calculation Agent and with effect from the issue of any such notice to the LLP. 6.3 6.4 In relation to each issue of 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 accordance with standards of reasonableness and fairness good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. 6.4 6.5 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 such the advisers. 6.5 6.6 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, the CBC LLP or the Security Bond Trustee 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 CBC LLP or the Security Bond Trustee. 6.6 6.7 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Relevant 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 Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the CBC LLP and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the CBC LLP as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 6.1 5.1 In acting under this Agreement and in connection with the Relevant Covered BondsNotes, the Calculation Agent shall act solely as an agent of the IssuerIssuer and, in the circumstances described in sub-clause 5.2, the CBC and/or the Security Trustee and will not be under any fiduciary duty 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 Covered Bonds Notes or the receipts or coupons (if any) appertaining to the Relevant Covered Bonds Notes (the "Receipts" and the "Coupons", respectively). 6.2 5.2 At any time after an Issuer Event of Default and/or (as defined in the Conditions) or a CBC Potential Event of Default has (as defined in the Conditions) shall have occurred and is continuingbe continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 9 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders (each as defined in the Conditions), the Trustee may by notice in writing to the Issuer and the Calculation Agent shall be required upon receipt of a notice in writing from require the Security Trustee Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Security Trustee respectively, in relation to the calculations or payments to be made by or on behalf of the Security Trustee under the provisions terms of the Trust Deed, Deed mutatis mutandis, mutandis on the terms provided in this Agreement (save that the Security Trustee's liability under any provision hereof provisions of this Agreement for the indemnification indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent and the Registrar shall be limited to the amount amounts for the time being received or recovered held by the Security Trustee under on the Security trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the Parallel Debt Agreement subject purpose) and thereafter to hold all documents and records held by it in respect of Notes, Receipts and Coupons (each as defined in the Conditions) on behalf of the Trustee; or (b) to deliver up all documents and records held by it in respect of Notes, Receipts and Coupons to the Post CBC Acceleration Notice Priority of Payments)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. 6.3 5.3 In relation to each issue of Relevant Covered BondsNotes, 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 accordance with standards of reasonableness and fairness good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. 6.4 5.4 The Calculation Agent may consult (at the cost of the Issuer) 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 such the advisers. 6.5 5.5 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, the CBC Issuer or the Security Trustee or any notice, communication, certificate or 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 CBC Issuer or the Security Trustee. 6.6 5.6 The Calculation Agent may treat a telephone or email communication from a person purporting to be (and whom the Calculation Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the Calculation Agent to act and the Calculation Agent shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer as a result of acting upon such communication. 5.7 The Calculation Agent may request such information as the Calculation Agent reasonably requires for the performance of its functions hereunder and the Issuer shall provide such information as is reasonably required. 5.8 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Relevant Covered Bonds 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 CBC and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds Notes or Coupons or in connection with any other obligations of the Issuer or the CBC as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 6.1 In acting under this Agreement and in connection with the Relevant Covered BondsClass A Notes, the Calculation Agent shall act solely as an agent of the IssuerIssuer and, in the circumstances described in Clause 6.2 (Conditions of Appointment), the CBC and/or the Security Class A Note Trustee and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Covered Bonds Class A Notes or the receipts or coupons (if any) appertaining to the Relevant Covered Bonds Class A Notes (the "Class A Receipts" and the "Class A Coupons", respectively). 6.2 At any time after an Issuer a Class A Note Event of Default and/or [or a CBC Potential Class A Note Event of Default has occurred shall have occurred] [and is be continuing, ] or the Class A Notes shall otherwise have become due and repayable [or the Class A Note Trustee shall have received any money which it proposes to pay under clause 9 of the Class A Note Trust Deed to the relevant Class A Noteholders and/or Class A Receiptholders and/or Class A Couponholders,] the Class A Note Trustee may by notice in writing to the Issuer and the Calculation Agent shall be required upon receipt of a notice in writing from require the Security Trustee Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Security Class A Note Trustee respectively, in relation to the calculations or payments to be made by or on behalf of the Security Trustee under the provisions of the Trust Deed, mutatis mutandis, mutandis on the terms provided in this Agreement (save that the Security Class A Note Trustee's liability under any provision hereof provisions of this Agreement for the indemnification indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent and the Registrar shall be limited to the amount amounts for the time being received or recovered held by the Security Class A Note Trustee under on the Security trusts of the Class A Note Trust Deed in respect of the Class A Notes of the relevant Sub-Class and available for the Parallel Debt Agreement subject purpose) and thereafter to hold all documents and records held by it in respect of Class A Notes, Class A Receipts and Class A Coupons on behalf of the Class A Note Trustee; or (b) to deliver up all documents and records held by it in respect of Class A Notes, Class A Receipts and Class A Coupons to the Post CBC Acceleration Notice Priority of Payments)Class A Note Trustee or as the Class A Note 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. 6.3 In relation to each issue of Relevant Covered BondsClass A Notes, the Calculation Agent shall be obliged to perform the duties and only the duties specifically stated in this Agreement and the Class A Conditions or necessarily incidental to those duties and no implied duties or obligations shall be read into this Agreement or the Class A Conditions against the Calculation Agent, other than the duty to act honestly and in accordance with standards of reasonableness and fairness good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. 6.4 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 such the advisers. 6.5 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, the CBC Issuer or the Security Class A Note Trustee 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 CBC Issuer or the Security Class A Note Trustee. 6.6 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Relevant Covered Bonds Class A Notes, Class A Receipts or Class A 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 CBC and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds Class A Notes or Class A Coupons or in connection with any other obligations of the Issuer or the CBC as freely as if the Calculation Agent were not appointed under this Agreement.

CONDITIONS OF APPOINTMENT. 6.1 5.1 In acting under this Agreement and in connection with the Relevant Covered Bonds, the Calculation Agent shall will act solely as an agent of the Issuer, the CBC and/or Guarantor and, in the Security circumstances described in Section 5.2, the Bond Trustee and will not assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Covered Bonds or the coupons (if any) appertaining to the Relevant Covered Bonds (the "“Coupons"”). 6.2 5.2 At any time after an Issuer Event of Default and/or a CBC or Potential Issuer Event of Default has will have occurred and is continuingcontinuing or the Bond Trustee will have received any money from the Issuer which it proposes to pay under Article 11 (Application of Funds) of the Trust Deed to the relevant Covered Bondholders and/or Couponholders, the Bond Trustee may: 1) by notice in writing to the Issuer, the Guarantor and the Calculation Agent shall be required upon receipt of a notice in writing from require the Security Trustee Calculation Agent pursuant to this Agreement to act thereafter as Calculation Agent of the Security Bond Trustee respectively, in relation to the calculations or payments of such funds to be made by or on behalf of the Security Bond Trustee under the provisions terms of the Trust Deed, these presents mutatis mutandis, mutandis on the terms provided in this Agreement (save that the Security Bond Trustee's ’s liability under any provision hereof provisions of this Agreement for the indemnification indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent and the Registrar shall will be limited to the amount amounts for the time being received or recovered held by the Security Bond Trustee under on the Security and the Parallel Debt Agreement subject trusts of these presents relating to the Post CBC Acceleration Notice Priority of Payments). 6.3 In relation to each issue of 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 accordance with standards of reasonableness and fairness and to exercise the diligence of a reasonably prudent agent in comparable circumstances. 6.4 The Calculation Agent may consult with legal and other professional advisers and the opinion Bonds of the advisers shall be full relevant Series and complete protection available for the purpose) and thereafter to hold all Covered Bonds and Coupons and all sums, documents and records held by it in respect of any action taken, omitted or suffered under this Agreement Covered Bonds and Coupons on behalf of the Bond Trustee; or 2) by notice in good faith and in accordance with writing to the opinion of such advisers. 6.5 The Calculation Agent shall be protected and shall incur no liability Issuer require it (but not the Guarantor) to make all subsequent payments in respect of any action taken, omitted the Covered Bonds and Coupons to or suffered in reliance on any instruction to the order of the Bond Trustee and not to the Principal Paying Agent and with effect from the issue of any such notice to the Issuer. 5.3 At any time after a Guarantor Event of Default or Potential Guarantor Event of Default will have occurred and is continuing or the Bond Trustee will have received any money from the Guarantor which it proposes to pay under Article 11 (Application of Funds) of the Trust Deed to the relevant Covered Bondholders and/or Couponholders, the CBC or the Security Bond Trustee 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 CBC or the Security Trustee. 6.6 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Relevant 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 Agreement, and may engage or be interested in any financial or other transaction with the Issuer or the CBC and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the CBC as freely as if the Calculation Agent were not appointed under this Agreement.may:

CONDITIONS OF APPOINTMENT. 6.1 5.1 In acting under this Agreement and in connection with the Relevant Covered Bonds, the Calculation Agent shall act solely as an agent of the IssuerIssuer and, in the circumstances described in Clauses 5.2 and 5.3, the CBC and/or the Security Trustee Representative and will not assume any obligations towards or relationship of agency for or with any of the owners or holders of the Relevant Covered Bonds or the receipts or coupons (if any) appertaining to the Relevant Covered Bonds (the "Receipts and the Coupons", respectively). 6.2 5.2 At any time after an Issuer Event of Default and/or a CBC or Potential Issuer Event of Default has shall have occurred or the Representative shall have received any money from the Issuer or the Fund which it proposes to pay under Clause 10 of the Representative and is continuingAgency Agreement dated 20 January, 2012 (the Representative and Agency Agreement) between, inter alios, the Issuer, the Fund and the Representative to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Representative may: by notice in writing to the Issuer, the Fund and the Calculation Agent, require the Calculation Agent shall be required upon receipt of a notice in writing from the Security Trustee pursuant to this Agreement: (a) to act thereafter as Calculation Agent of the Security Trustee respectively, in relation to the calculations or payments to be made by or on behalf of the Security Trustee under the provisions of the Trust Deed, Representative mutatis mutandis, mutandis on the terms provided in of this Agreement (save that the Security Trustee's Representative’s liability under any provision provisions hereof for the indemnification indemnification, remuneration and payment of out-of-pocket expenses of the Calculation Agent and the Registrar shall be limited to the amount amounts for the time being received or recovered held by the Security Trustee under Representative on the Security terms of this Agreement relating to the Covered Bonds of the relevant Series and the Parallel Debt Agreement subject relative Receipts and Coupons and available for such purpose) and thereafter to hold all Covered Bonds, Receipts, Coupons and Talons and all sums, documents and records held by them in respect of Covered Bonds, Receipts, Coupons and Talons on behalf of the Representative; or (b) deliver up all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of the Covered Bonds, Receipts and Coupons to the Post CBC Acceleration Notice Priority of Payments)Representative or as the Representative shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent and/or the relevant Paying Agent is obliged not to release by any law or regulation. 6.3 5.3 At any time after a Fund Event of Default or Potential Fund Event of Default shall have occurred or the Representative shall have received any money from the Fund which it proposes to pay under Clause 10 of the Representative and Agency Agreement to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Representative may by notice in writing to the Issuer, the Fund and the Calculation Agent require the Calculation Agent pursuant to this Agreement to: (a) to act thereafter as Calculation Agent of the Representative mutatis mutandis on the terms of this Agreement (save that the Representative’s liability under any provisions hereof 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 Representative on the terms of this Agreement relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of Covered Bonds, Receipts and Coupons on behalf of the Representative; or (b) to deliver up all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of the Covered Bonds, Receipts and Coupons to the Representative or as the Representative shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Calculation Agent is obliged not to release by any law or regulation. 5.4 In relation to each issue of 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 accordance with standards of reasonableness and fairness good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. 6.4 5.5 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 such the advisers. 6.5 5.6 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, the CBC Fund or the Security Trustee Representative 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 CBC Fund or the Security TrusteeRepresentative. 6.6 5.7 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Relevant Covered Bonds Bonds, 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 CBC and may act on, or as depositary, trustee or agent for, any committee or body of holders of Relevant Covered Bonds or Coupons or in connection with any other obligations of the Issuer or the CBC as freely as if the Calculation Agent were not appointed under this Agreement.