Common use of FISCAL AGENT; OTHER AGENTS Clause in Contracts

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions set forth herein, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union BankBank of California, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union BankBank of California, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union BankBank of California, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union BankBank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union BankBank of California, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative Branch hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions set forth herein, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions set forth herein, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”), for the calculation of interest rates and the amounts of interest on the Floating Rate Securities (the “Calculation Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent, Calculation Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint appoints The Bank of Tokyo-Mitsubishi UFJNew York Mellon, Ltd., London Branch, also acting through its U.S. Representativecorporate trust office at 000 Xxxxxxx Xxxxxx, MUFG Union BankFloor 8W, N.A. New York, New York 10286, Attention: Corporate Finance Group (the “U.S. RepresentativeCorporate Trust Office”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities Notes upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, New York Mellon hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London BranchNew York Mellon, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their any successor or successors as such fiscal agent qualified or and appointed in accordance with Section 8 10 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. .” The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities Notes and hereby and such further powers and authority to act on behalf of the Issuer and Japan as may be mutually agreed upon by the Issuer and Japan may hereafter grant to the Fiscal Agent. The Fiscal Agent shall keep a copy of this Agreement available for inspection during normal business hours at its Corporate Trust Office. The Fiscal Agent or confer upon itany Paying Agent (as defined below) shall also act as Transfer Agent (as defined below). All of the terms and provisions with respect to such powers and authority contained in the Securities Notes are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appointmay, at their its discretion, agents (appoint one or more agents (a “Paying Agent” or “Paying Agents”, or each, an “Agent”) for the payment payment, to the extent permitted under the Payment Restrictions, of the principal of and any interest on the Securities Notes, and one or more agents (the a “Principal Paying Transfer Agent” or “Transfer Agents”) or for the transfer and exchange of Securities (the “Transfer Agent”) Notes, at such place or places as the Issuer may determine; provided, however, that the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent). The Issuer hereby initially appoints the Fiscal Agent at its Corporate Trust Office as Paying Agent, Transfer Agent, authenticating agent and securities registrar, and the Fiscal Agent hereby accepts such appointments. The Transfer Agent shall act as a securities registrar and there shall be kept at the office of the Transfer Agent a register in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers or exchanges of Notes. The Issuer shall promptly notify the Fiscal Agent of the name and address of any other Paying Agent or Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section 10(c) hereof, the Issuer may vary or terminate the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent or Transfer Agent at any time and from time to time upon giving not less than 90 days’ notice to such Paying Agent or Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branchas the case may be, and to the U.S. Representative hereby accept Fiscal Agent. The Issuer shall cause written notice of any resignation, termination or appointment of the Fiscal Agent or any Paying Agent or Transfer Agent and of any change in the office through which any such appointmentAgent will act to be provided to holders of Notes as soon as reasonably practicable following the Issuer’s receipt of notice thereof.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas000 Xxxxxxx Xxxxxx, 19th Floor00xx Xxxxx, New YorkXxx Xxxx, New York 10020Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. U.S. Bank National Association (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and MUFG Union Bank, N.A. U.S. Bank National Association in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. U.S. Bank National Association is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. U.S. Bank National Association shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, U.S. Bancorp has ceased to own a majority of the shares in MUFG Union Bank, N.A. U.S. Bank National Association. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas000 Xxxx Xx XXX 000, 19th FloorXxx Xxxx, New York, New York 10020XX 10005) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas000 Xxxxxxx Xxxxxx, 19th Floor00xx Xxxxx, New YorkXxx Xxxx, New York 10020Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints CITIBANK, Ltd., London Branch, also acting through its U.S. Representativeoffice at Citigroup Xxxxxx, MUFG Union Bank00xx Xxxxx, N.A. (the “U.S. Representative”)Xxxxxx Xxxxxx, at present having its office in LondonXxxxxx X00 0XX, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Citibank hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Citibank and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their any successor or successors as such fiscal agent qualified or and appointed in accordance with Section 8 hereof9, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as may be mutually agreed upon by the Issuer and Japan may hereafter grant to or confer upon itthe Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appointmay, at their its discretion, agents (appoint one or more agents (a “Paying Agent” or “Paying Agents”, or each, an “Agent”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities of a Series and one or more agents (the a “Principal Paying Transfer Agent” or “Transfer Agents”) or for the transfer and exchange of Securities (the “Transfer Agent”) of a Series at such place or places as the Issuer may determine, and one or more agents (a “Calculation Agent” or “Calculation Agents” and together with the Paying Agents, Fiscal Agent and Transfer Agent, the “Agents”) to make any calculations or determinations as may be required pursuant to the terms of any securities of a Series (which Calculation Agent may be, and initially shall be, the Fiscal Agent); provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent, Transfer Agent and Calculation Agent appointed by it and of the country or countries in which a Paying Agent, Transfer Agent or Calculation Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent, Transfer Agent or Calculation Agent. Subject to the provisions of Section 10(c), the Issuer may vary or terminate the appointment of any such Paying Agent, Transfer Agent or Calculation Agent at any time and from time to time upon giving not less than 10 calendar days notice to such Paying Agent, Transfer Agent or Calculation Agent as the case may be, and to the Fiscal Agent. For that purposeNotwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer and Japan hereby appoint The Bank shall cause notice of Tokyo-Mitsubishi UFJany resignation, Ltd.termination or appointment of any Paying Agent, London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue Transfer Agent or Calculation Agent or of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Fiscal Agent, and The Bank of Tokyo-Mitsubishi UFJany change in the office through which any such Agent will act, Ltd., London Branch, and to be given as provided in the U.S. Representative hereby accept Securities of such appointmentSeries.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJCorporation appoints Citicorp International Limited, Ltd., London Branch, also acting through its U.S. Representativecorporate trust office at 00/X, MUFG Union BankXxxxxxxx Xxxxx, N.A. (the “U.S. Representative”)Xxxxxxxx Plaza, at present having its office in London3 Garden Road, Central, Hong Kong, as fiscal agent of the Issuer and Japan Corporation in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Citicorp International Corporation hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Citicorp International Corporation and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their any successor or successors as such fiscal agent qualified or and appointed in accordance with Section 8 hereof, 9 hereof are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it herein and in the text of the Securities and such further powers and authority to act on behalf of the Issuer Corporation as may be mutually agreed upon in writing by the Corporation and Japan as the Issuer and Japan may hereafter grant to or confer upon itFiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the text of the Securities are subject to and governed by the terms and provisions hereof. The Issuer Corporation appoints Citibank, N.A., London Branch, as a paying agent (a “Paying Agent”) and Japan reserve the right to appointmay, at their its discretion, agents (appoint one or more other agents as additional paying agents (collectively, the “Paying Agents”, or each, an “Agent”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities of a Series. The Corporation also appoints Citibank, N.A., London Branch, as a transfer agent (a “Transfer Agent”) and registrar (the “Principal Paying AgentRegistrar”) and may, at its discretion, appoint one or more other agents (collectively, the “Transfer Agents”) for the transfer and exchange of Securities (the “Transfer Agent”) of a Series, at such place or places as the Issuer Corporation may determine. Notwithstanding the preceding sentences, the Corporation shall at all times maintain at least one Paying Agent and at least one Transfer Agent (which Paying Agent and Transfer Agent may be the Fiscal Agent). The Issuer Corporation shall promptly notify the Fiscal Agent in writing of the name and address of each Paying Agent and Transfer Agent appointed by it, and will notify the Fiscal Agent in writing of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Corporation may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than thirty days’ nor more than forty-five days’ written notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. For that purposeIn respect of the Securities of a Series, the Issuer and Japan hereby appoint The Bank Corporation shall cause written notice of Tokyo-Mitsubishi UFJany resignation, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue termination or appointment of any Paying Agent or Transfer Agent or of the AmericasFiscal Agent and of any change in the office through which any such Agent will act to be given as provided in the text of the Securities of such Series. The Fiscal Agent shall promptly notify the Corporation by facsimile, 19th Floor, New York, New York 10020) as Principal telex or telephone confirmed in writing (with copies of such written confirmation to the relevant Paying Agent and Transfer Agent appointed pursuant to this Section 2), if the Fiscal Agent shall receive from the registered owner (as defined in Section 4(a) of this Agreement) of any Security any written notice of any default thereunder or any written demand for payment of any principal of or interest on any of the Securities due on any payment date and not paid thereon in accordance with the terms of the Securities, of any acceleration of the Securities pursuant to the terms thereof and of any rescission and annulment of any such acceleration. Such notice shall be given in accordance with Section 20 hereof. In acting under this Agreement and in connection with the Securities, the Fiscal Agent, and The Bank of Tokyo-Mitsubishi UFJeach Paying Agent, Ltd., London Branch, each Transfer Agent and the U.S. Representative hereby accept Registrar (each an “Agent”) are acting solely as agents of the Corporation and do not assume any fiduciary obligation or relationship of agency or trust for or with any of the registered owners or beneficial owners of the Securities. Subject to Section 8(g), the Agents shall not be required to take any action involving the expenditure or risk of 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 has reasonable grounds to believe that repayment of such appointmentfunds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that no Agent may refuse or fail to perform any of its duties hereunder solely as a result of nonpayment by the Corporation of that Agent’s normal fees and expenses incurred in the ordinary course of its business; and provided further, that nothing in this Section shall be construed to limit the exercise by the Fiscal Agent of any right or remedy permitted under this Agreement in the event of the Corporation’s failure to pay its normal fees and expenses. Notwithstanding the foregoing, no Agent shall in any event be required to take any action which in its judgment (i) is contrary to this Agreement or applicable law or (ii) exposes it or any of its directors, officers, attorneys, agents or employees to personal liability. The Agents may employ agents and attorneys in fact and shall not be answerable as to monies or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it in good faith; provided, however, that an Agent shall obtain the consent of the Corporation prior to appointing any authenticating agent, paying agent, transfer agent or registrar, such consent not to be unreasonably withheld or delayed.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union BankBank of California, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union BankBank of California, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union BankBank of California, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union BankBank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union BankBank of California, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 10-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative Branch hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints Citibank, Ltd.N.A., London Branchhaving a corporate trust office at 00xx Xxxxx, also acting through its U.S. RepresentativeXxxxxxxxx Xxxxxx, MUFG Union BankXxxxxx Square, N.A. (the “U.S. Representative”)Xxxxxx Xxxxx, at present having its office in LondonXxxxxx, X00 0XX, Xxxxxx Xxxxxxx, as fiscal agent Fiscal Agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London Branch, N.A. hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London BranchN.A., and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their any successor or successors as such Fiscal Agent qualified or and appointed in accordance with Section 8 9 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as may be mutually agreed upon by the Issuer and Japan may hereafter grant to or confer upon itthe Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appointmay, at their its discretion, agents (appoint one or more agents (a “Paying Agent” or “Paying Agents”, or each, an “Agent”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities of a Series, and one or more agents (the a “Principal Paying Transfer Agent” or “Transfer Agents”) or for the transfer and exchange of Securities (the “Transfer Agent”) of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Securities of such Series are listed on the Luxembourg Stock Exchange or the London Stock Exchange plc, and such Exchange shall so require, the Issuer shall maintain a Paying Agent in Luxembourg or London, as the case may be; and provided, further, that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent may be, and initially shall be, the Fiscal Agent). The duties and obligations of each such Agent shall be several and not joint. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9 hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. For that purposeNotwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the United States of America (including the States and Japan hereby appoint The Bank the District of Tokyo-Mitsubishi UFJColumbia), Ltd.its territories, London Branchits possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue if any) and any interest on bearer Securities of such Series. In respect of the AmericasSecurities of a Series, 19th Floorthe Issuer shall cause notice of any resignation, New York, New York 10020) as Principal termination or appointment of any Paying Agent or Transfer or of the Fiscal Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and any change in the U.S. Representative hereby accept office through which any such appointmentAgent will act to be given as provided in the text of the Securities of such Series.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union BankBank of California, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union BankBank of California, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union BankBank of California, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union BankBank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union BankBank of California, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas000 Xxxxxxx Xxxxxx, 19th Floor00xx Xxxxx, New YorkXxx Xxxx, New York 10020Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan Republic hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints Citibank, Ltd.N.A., London Branch, also acting through its U.S. Representativecorporate trust office at 000 Xxxxxxxxx Xxxxxx, MUFG Union Bank00xx Xxxxx, N.A. (Xxx Xxxx, XX 00000 in the “U.S. Representative”)Borough of Manhattan, at present having its office in LondonThe City of New York, as fiscal agent of the Issuer and Japan Republic in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London Branch, N.A. hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London BranchN.A., and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their any successor or successors as such fiscal agent qualified or and appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer Republic as may be mutually agreed upon by the Republic and Japan as the Issuer and Japan may hereafter grant to or confer upon itFiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appointRepublic may, at their its discretion, agents (appoint one or more agents (a “Paying Agent” or “Paying Agents”, or each, an “Agent”) for the payment (subject to applicable laws and regulations) of the principal of and or any premium or interest on the Securities of a Series, and one or more agents (the a “Principal Paying Transfer Agent” or “Transfer Agents”) or for the transfer and exchange of Securities of a Series, and one or more agents (the a “Transfer Calculation Agent” or “Calculation Agents”) to make any calculations or determinations as may be required pursuant to the terms of any Securities of a Series, at such place or places as the Issuer Republic may determine; provided, however, that the Republic shall at all times maintain a Paying Agent and a Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent may be the Fiscal Agent); provided further, that for so long as any Securities of a Series are listed on a securities exchange, the Republic shall at all times maintain a Paying Agent in such location as such exchange may require. The Issuer Republic shall promptly notify the Fiscal Agent of the name and address of each Paying Agent, Transfer Agent or Calculation Agent appointed by it, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent, Transfer Agent or Calculation Agent. Subject to the provisions of Section 8(c) hereof, the Republic may vary or terminate the appointment of any such Paying Agent, Transfer Agent or Calculation Agent at any time and from time to time upon giving not less than 90 days’ notice to such Paying Agent, Transfer Agent or Calculation Agent, as the case may be, and to the Fiscal Agent. For that purposeIn respect of the Securities of a Series, the Issuer and Japan hereby appoint The Bank Republic shall cause notice of Tokyo-Mitsubishi UFJany resignation, Ltd.termination or appointment of any Paying Agent, London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue Transfer Agent or Calculation Agent or of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Fiscal Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and any change in the U.S. Representative hereby accept office through which any such appointmentAgent will act to be given as provided in Section 13 of this Agreement.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. RepresentativeUS representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions set forth herein, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. N.A.. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (ai) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. Bank of Tokyo-Mitsubishi Trust Company (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, and MUFG Union Bank, N.A. also acting through Bank of Tokyo-Mitsubishi Trust Company in its capacity as U.S. Representative, and their its successor or successors as such fiscal agent qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the purpose Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent principal paying agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ(Luxembourg) S.A. at 000-000, Ltd.Xxxxx x’Xxxxx, London BranchL-1150 Luxembourg as paying agent, and the U.S. Representative each of them hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas0XX, 19th Floor, New York, New York 10020) Xxxxxx Xxxxxxx as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. Bank of Tokyo-Mitsubishi Trust Company (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, and MUFG Union Bank, N.A. also acting through Bank of Tokyo-Mitsubishi Trust Company in its capacity as U.S. Representative, and their its successor or successors as such fiscal agent qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the purpose Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent principal paying agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ(Luxembourg) S.A. at 000-000, Ltd.Xxxxx x’Xxxxx, London BranchL-1150 Luxembourg as paying agent, and the U.S. Representative each of them hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union BankBank of California, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, Branch and MUFG Union BankBank of California, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the purpose Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, at Ropemaker Place, 10-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent principal paying agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ(Luxembourg) S.A. at 287-289, Ltd.Route d’Axxxx, London BranchL-0000 Xxxxxxxxxx as paying agent and as transfer agent, and the U.S. Representative each of them hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions set forth herein, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The appoints Deutsche Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, AG as fiscal agent, principal paying agent and registrar of the Issuer and Japan in respect of the Securities all Series of Notes other than Series initially represented by one or more U.S. Global Notes upon the terms and subject to the conditions herein set forth hereinforth, and The Deutsche Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, AG hereby accepts such appointment. The Bank Issuer hereby appoints Bankers Trust Company as fiscal agent, principal paying agent and registrar of Tokyo-Mitsubishi UFJ, Ltd., London Branchthe Issuer in respect of all Series of Notes initially represented by one or more U.S. Global Notes upon the terms and subject to the conditions herein set forth, and MUFG Union BankBankers Trust Company hereby accepts such appointment. In respect of all Series of Notes other than Series initially represented by one or more U.S. Global Notes, N.A. in its capacity as U.S. Representative, all references herein to the “Fiscal Agent” shall refer to Deutsche Bank AG and their any successor or successors as such fiscal agent qualified or and appointed in accordance with Section 8 hereof9 hereof and all references herein to the “Corporate Trust Office” shall refer to the corporate trust office of Deutsche Bank AG at Grosse Gxxxxxxxxxxxx 00-00, are 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. In respect of all Series of Notes initially represented by one or more U.S. Global Notes, all references herein called to the “Fiscal Agent”” shall refer to Bankers Trust Company and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof and all references to the “Corporate Trust Office” shall refer to the corporate trust office of Bankers Trust Company at Four Albany Street, New York, New York. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities Notes and hereby and such further powers and authority to act on behalf of the Issuer and Japan as may be mutually agreed upon by the Issuer and Japan may hereafter grant to or confer upon itthe Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities Notes are subject to and governed by the terms and provisions hereof. The Fiscal Agent shall keep a copy of this agreement available for inspection during normal business hours at its Corporate Trust Office. The Issuer and Japan reserve the right to appointmay, at their its discretion, agents (appoint one or more “Agents”, or agents (each, an a “Paying Agent”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities Notes of a Series, and one or more agents (the each, a “Principal Paying Transfer Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) Notes of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Notes of such Series are listed on the Luxembourg Stock Exchange, the Frankfurt Stock Exchange or any other securities exchange located outside the United States, and such securities exchange shall so require, the Issuer shall maintain a Paying Agent in Luxembourg, Frankfurt am Main or any required city outside the United States, as the case may be; and provided, further, that, in the event Notes are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York (which Paying Agent and Transfer Agent may be, and initially shall be, the corporate trust and agency services office of Bankers Trust Company in The City of New York). The Issuer hereby appoints Deutsche Bank Luxembourg S.A., having an office at 2 Xxxxxxxxx Xxxxxx Xxxxxxxx, 1115 Luxembourg, as Paying Agent and Transfer Agent of the Issuer in respect of the Notes upon the terms and subject to the conditions herein set forth, and Deutsche Bank Luxembourg S.A. hereby accepts such appointment. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than thirty days’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. For that purposeNotwithstanding the foregoing, if the Issuer issues Bearer Notes of a Series, to the extent provided in the Notes of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the United States of America (including the States and Japan hereby appoint The Bank the District of Tokyo-Mitsubishi UFJColumbia), Ltd.its territories, London Branchits possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue if any) and any interest on Bearer Notes of such Series. In respect of the AmericasNotes of a Series, 19th Floorthe Issuer shall cause notice of any resignation, New York, New York 10020) as Principal termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and any change in the U.S. Representative hereby accept office through which any such appointmentAgent will act to be given as provided in the text of the Notes of such Series.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. Bank of Tokyo-Mitsubishi Trust Company (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, and MUFG Union Bank, N.A. also acting through Bank of Tokyo-Mitsubishi Trust Company in its capacity as U.S. Representative, and their its successor or successors as such fiscal agent qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the purpose Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, at Ropemaker Place, 10-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent principal paying agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ(Luxembourg) S.A. at 287-289, Ltd.Route d’Axxxx, London BranchL-0000 Xxxxxxxxxx as paying agent and as transfer agent, and the U.S. Representative each of them hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union BankBank of California, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, Branch and MUFG Union BankBank of California, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union BankBank of California, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and and, (ii) MUFG Union BankBank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union BankBank of California, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the purpose Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent principal paying agent and Transfer Agenttransfer agent, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, and the U.S. Representative Branch hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions set forth herein, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. N.A.. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union BankBank of California, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, Branch and MUFG Union BankBank of California, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union BankBank of California, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and and, (ii) MUFG Union BankBank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union BankBank of California, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the purpose Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent principal paying agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ(Luxembourg) S.A. at 287-289, Ltd.Route d’Xxxxx, London BranchX-0000 Xxxxxxxxxx as paying agent and as transfer agent, and the U.S. Representative each of them hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. Mizuho Trust & Banking (the “U.S. Representative”)Luxembourg) S.A., at present having its office in LondonLuxembourg, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Mizuho Trust & Banking (Luxembourg) S.A. hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Mizuho Trust & Banking (Luxembourg) S.A. and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, hereof are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London BranchMizuho Trust & Banking (Luxembourg) S.A., at Ropemaker Place0X, 00 Xxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx L-5365 Munsbach, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue Grand Duchy of the Americas, 19th Floor, New York, New York 10020) Luxembourg as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, and the U.S. Representative Mizuho Trust & Banking (Luxembourg) S.A. hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. Mizuho Trust & Banking (the “U.S. Representative”)Luxembourg) S.A., at present having its office in LondonLuxembourg, as fiscal agent of (the Issuer and Japan “Fiscal Agent”), also acting through its U.S. Agent, Deutsche Bank Trust Company Americas (the “U.S. Agent”) in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Mizuho Trust & Banking (Luxembourg) S.A. hereby accepts such appointmentappointment and each of Mizuho Trust & Banking (Luxembourg) S.A. and Deutsche Bank Trust Company Americas hereby confirms that the U.S. Agent shall act on behalf of the Fiscal Agent. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Mizuho Trust & Banking (Luxembourg) S.A. and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, hereof are herein called the “Fiscal Agent”, and Deutsche Bank Trust Company Americas and its successors as qualified in accordance with Section 8 hereof are herein called the “U.S. Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Mizuho Trust & Banking (Luxembourg) S.A. is the Fiscal Agent hereunder and MUFG Union Bank, N.A. Deutsche Bank Trust Company Americas is the U.S. Representative Agent hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative Agent is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. hereunder. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London BranchMizuho Trust & Banking (Luxembourg) S.A., at Ropemaker Place1B, 00 Xxxxxxxxx XxxxxxParc d’Activité Syrdall, Xxxxxx XX0X 0XX L-5365 Munsbach, Grand Duché de Luxembourg (also acting through the U.S. Representative Agent at 1251 Avenue of the Americas00 Xxxx Xxxxxx, 19th FloorXxxxxxxx XXX00-0000, New York, New York 10020NY 10005) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Mizuho Trust & Banking (Luxembourg) S.A. and the U.S. Representative Agent hereby accept such appointment. The U.S. Agent of the Fiscal Agent may be responsible for the duties specified in Sections 3(a), (b), (c), 4(b), (d)(i), (e), (j), (l), 5(a), (b), (d), (h), (i) and those duties specific to a Paying Agent and Transfer Agent in the United States.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], also acting through its U.S. Representative, MUFG Union Bank, N.A. [NAME OF U.S. REPRESENTATIVE] (the “U.S. Representative”), at present having its office in London[NAME OF CITY], as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions set forth herein, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], and MUFG Union Bank, N.A. [NAME OF U.S. REPRESENTATIVE] in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], is the Fiscal Agent hereunder and MUFG Union Bank, N.A. [NAME OF U.S. REPRESENTATIVE ]is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall [NAME OF U.S. REPRESENTATIVE]shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF U.S. FISCAL AGENT], has ceased to own a majority of the shares in MUFG Union Bank, N.A. [NAME OF U.S. REPRESENTATIVE]. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX [MAILING ADDRESS OF FISCAL AGENT] (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020[MAILING ADDRESS OF U.S. REPRESENTATIVE]) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “[NAME OF U.S. Representative”)REPRESENTATIVE], at present having its office in London, [name of city] as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, [NAME OF FISCAL AGENT] and MUFG Union Bank, N.A. [NAME OF U.S. REPRESENTATIVE] in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, [NAME OF FISCAL AGENT] is the Fiscal Agent hereunder and MUFG Union Bank, N.A. [NAME OF U.S. REPRESENTATIVE] is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. [NAME OF U.S. REPRESENTATIVE] shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, [NAME OF U.S. FISCAL AGENT] has ceased to own a majority of the shares in MUFG Union Bank, N.A. [NAME OF U.S. REPRESENTATIVE]. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX [MAILING ADDRESS OF FISCAL AGENT] (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020[MAILING ADDRESS OF U.S. REPRESENTATIVE]) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, [NAME OF FISCAL AGENT] and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a1) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas000 Xxxxxxx Xxxxxx, 19th Floor00xx Xxxxx, New YorkXxx Xxxx, New York 10020Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union BankU.S. Bank Trust Company, N.A. (the “U.S. Representative”)National Association, at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and MUFG Union BankU.S. Bank Trust Company, N.A. National Association in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union BankU.S. Bank Trust Company, N.A. National Association is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union BankU.S. Bank Trust Company, N.A. National Association shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union BankU.S. Bank Trust Company, N.A. National Association. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas000 Xxxx Xx XXX 000, 19th FloorXxx Xxxx, New York, New York 10020XX 00000) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. Bank of Tokyo-Mitsubishi Trust Company (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, and MUFG Union Bank, N.A. also acting through Bank of Tokyo-Mitsubishi Trust Company in its capacity as U.S. Representative, and their its successor or successors as such fiscal agent qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the purpose Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, at Ropemaker Place, 10-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent principal paying agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ(Luxembourg) S.A. at 287-289, Ltd.Route d’Axxxx, London BranchL-0000 Xxxxxxxxxx as paying agent and as transfer agent, and the U.S. Representative each of them hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. Bank of Tokyo-Mitsubishi Trust Company (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, and MUFG Union Bank, N.A. also acting through Bank of Tokyo-Mitsubishi Trust Company in its capacity as U.S. Representative, and their its successor or successors as such fiscal agent qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more agents (“Agents”, or each, each an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the purpose Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent principal paying agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ(Luxembourg) S.A. at 287-289, Ltd.Route d’Xxxxx, London BranchX-0000 Xxxxxxxxxx as paying agent and as transfer agent, and the U.S. Representative each of them hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. Bank of Tokyo-Mitsubishi Trust Company (the “"U.S. Representative”"), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, and MUFG Union Bank, N.A. also acting through Bank of Tokyo-Mitsubishi Trust Company in its capacity as U.S. Representative, and their its successor or successors as such fiscal agent qualified or appointed in accordance with Section 8 hereof, are herein called the “"Fiscal Agent”". For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “"Agents”, or each, an “Agent”") for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the purpose Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, at Ropemaker Place, 00-00 Xxxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent principal paying agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ(Luxembourg) S.A. at 000-000, Ltd.Xxxxx x'Xxxxx, London BranchL-1150 Luxembourg as paying agent, and the U.S. Representative each of them hereby accept accepts such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions set forth herein, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”), for the calculation of interest rates and the amounts of interest on the Floating Rate Securities (the “Calculation Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020) as Principal Paying Agent, Calculation Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union BankU.S. Bank Trust Company, N.A. (the “U.S. Representative”)National Association, at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and MUFG Union BankU.S. Bank Trust Company, N.A. National Association in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union BankU.S. Bank Trust Company, N.A. National Association is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank, N.A. hereunder. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas000 Xxxx Xxxxxx, 19th Floor0xx Xx., New YorkXxx Xxxx, New York 10020Xxx Xxxx 000000) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch, and the U.S. Representative hereby accept such appointment.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, MUFG Union Bank, N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth hereinforth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and MUFG Union Bank, N.A. in its capacity as U.S. Representative, and their successors as qualified or appointed in accordance with Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch is the Fiscal Agent hereunder and MUFG Union Bank, N.A. is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) MUFG Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Ltd. has ceased to own a majority of the shares in MUFG Union Bank, N.A. The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of principal of and interest on the Securities (the “Principal Paying Agent”) or for the transfer and exchange of Securities (the “Transfer Agent”) at such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the appointment of any such Agent. For that purpose, purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, 00 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 1251 Avenue of the Americas000 Xxxxxxx Xxxxxx, 19th Floor00xx Xxxxx, New YorkXxx Xxxx, New York 10020Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Branch and the U.S. Representative hereby accept such appointment.