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, Union Bank 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of CaliforniaFloor 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, 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 Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeNew York Mellon, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. .” The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent Issuer shall be responsible only for performing such obligations as are expressly provided for in the operating procedurescause written notice of any resignation, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part termination or appointment of the Fiscal Agent shall or any Paying Agent or Transfer Agent and of any change in the office through which any such Agent will act to be read into this Agreement or provided to holders of Notes as soon as reasonably practicable following the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Issuer’s receipt of tax authorities in Japannotice thereof.

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 of CaliforniaBank, 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 forthforth 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 Branch, and MUFG Union Bank of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, 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 UFJMUFG Bank, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx 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 Branch, and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, N.A. (the “U.S. Representative”)[NAME OF FISCAL AGENT], at present having its office in London[name of location], as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, 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 Union Bank of California, N.A. in its capacity as U.S. Representative, and their 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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 of CaliforniaBank, 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 forthforth 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 of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, 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”), 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 purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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 of CaliforniaBank, 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 forthforth 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 of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, 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 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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 of CaliforniaBank, 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, 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 Branch, and MUFG Union Bank of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, 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 UFJMUFG Bank, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx 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 Branch, and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union U.S. Bank of California, N.A. 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, 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 Branch, and Union U.S. Bank of California, 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 is the Fiscal Agent hereunder and Union U.S. Bank of California, 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) Union U.S. Bank of California, N.A. National Association shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. U.S. Bancorp has ceased to own a majority of the shares in Union U.S. Bank of California, 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 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 UFJMUFG Bank, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxx Xx XXX 000, Xxx Xxxx, XX 10005) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch Branch, and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint appoints The Bank of Tokyo-Mitsubishi UFJNew York Mellon Trust Company, Ltd.N.A., London Branch, also acting through its U.S. Representativecorporate trust office in Chicago, Union Bank of California, N.A. Illinois (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 Securities, upon the terms and subject to the conditions herein set forth, and The Bank of Tokyo-Mitsubishi UFJNew York Mellon Trust Company, Ltd., London BranchN.A., hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJNew York Mellon Trust Company, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeN.A., 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. .” The Fiscal Agent shall have the powers and authority 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 appoint, at their discretion, agents (may 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 interest on the Securities Securities, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities securities, at such place or places as the Issuer may determine; provided, however, the Issuer shall at all times maintain a Paying Agent or agent thereof and Transfer Agent or agent thereof in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent or any of its affiliates). The Issuer initially appoints the Fiscal Agent, acting through its offices in the Borough of Manhattan, The City of New York, as Paying Agent and Transfer Agent. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed, and will notify the Fiscal Agent of the resignation or termination of any 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given to registered holders of the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in JapanSecurities.

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, Union Bank of CaliforniaXxxxxxxx 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, 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 Union Bank of California, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority granted to and conferred upon it herein and in the text of the Securities and hereby 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 “Registrar”) and may, at its discretion, appoint one or more other agents (collectively, the “Transfer Agents”) for the transfer and exchange of Securities 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank to the Fiscal Agent. In respect of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices Securities of tax authorities in Japana Series, the Issuer hereby appoints Corporation shall cause written notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent as its agent for (i) arranging and of any change in the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption office through which any such Agent will act to be submitted to given as provided in the competent Japanese tax authority) in relation to text of the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentSecurities of such Series. The Fiscal Agent shall be responsible only for performing promptly notify the Corporation by facsimile, telex or telephone confirmed in writing (with copies of such obligations as are expressly provided for in written confirmation to the operating proceduresrelevant Paying Agent and Transfer Agent appointed pursuant to this Section 2), which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of 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 read into given in accordance with Section 20 hereof. In acting under this Agreement and in connection with the Securities, the Fiscal Agent, each Paying Agent, each Transfer Agent and the 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 funds 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 the operating proceduresapplicable law or (ii) exposes it or any of its directors, officers, attorneys, agents or employees to personal liability. The operating procedures Agents may employ agents and attorneys in fact and shall not be amended from time answerable as to time 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 reflect appointing any changes in Japanese tax laws and the practices of tax authorities in Japanauthenticating 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 Jamaica hereby appoint The Bank appoints , having a corporate trust office on the date hereof at , United States of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), at present having its office in LondonAmerica, as fiscal agent of the Issuer and Japan Jamaica in respect of the Debt Securities upon the terms and subject to the conditions herein set forth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. Representative, and their any successor or successors as of 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers power and authority granted to and conferred upon it in the Debt Securities and hereby and such further powers and authority to act on behalf of Jamaica as may be mutually agreed upon by Jamaica and the Issuer 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 Debt Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint. 2.1 Jamaica 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 this principal of (and premium, if any) and any interest on the Debt Securities of a Series, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Debt Securities of a Series, at such place or places as the Issuer Jamaica may determine, provided however, that Jamaica shall at all times maintain a Paying Agent at the Borough of Manhattan, The City of New York (which Paying Agent may be the Fiscal Agent) in respect of the Debt Securities). The Issuer Fiscal Agent, the Registrar, the Paying Agent and the Transfer Agent are sometimes herein referred to separately as an “Agent”, and collectively, as the “Agents”. Jamaica shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it 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, Jamaica 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal . 2.2 In respect of the Debt Securities of a Series, Jamaica shall cause notice of any resignation, termination or appointment of any Paying Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Debt Securities of tax authorities in Japansuch 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, Union Bank of CaliforniaBank, 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of CaliforniaBank, N. A. The Fiscal Agent shall have the powers and authority 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. N.A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 0010-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of CaliforniaXxxxxx 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, and The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London Branch, N.A. hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeN.A., 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities of such Series, which operating procedures the Issuer shall stipulate obligations approved by maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the Japanese tax authoritiesUnited States of America (including the States and the District of Columbia), its territories, its possessions and no implied obligations other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series. In respect of the part Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Securities of tax authorities in Japansuch 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, Union Bank of CaliforniaBank, 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of CaliforniaBank, N. A. The Fiscal Agent shall have the powers and authority 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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 of CaliforniaBank, 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 forthforth 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 of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, N. A. 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 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California00xx 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, 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 Union Bank of California, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, Transfer Agent or Calculation Agent at any time and The Bank of Tokyo-Mitsubishi UFJfrom time to time upon giving not less than 10 calendar days notice to such Paying Agent, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Transfer Agent or Calculation Agent as its agent for (i) arranging the preparation case may be, and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities 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, which operating procedures 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 shall stipulate obligations approved by the Japanese tax authoritiescause notice of any resignation, and no implied obligations on the part termination or appointment of any Paying Agent, Transfer Agent or Calculation Agent or of the Fiscal Agent, and of any change in the office through which any such Agent shall will act, to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Securities of tax authorities in Japansuch 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, Union Bank of CaliforniaBank, 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of CaliforniaBank, N. A. The Fiscal Agent shall have the powers and authority 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints [ ], Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), office 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, [ ] hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch [ ] and Union Bank of California, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents” and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determine; 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 additional 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), 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ten calendar days’ notice to such Paying Agent or Transfer Agent, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities 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, which operating procedures 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 shall stipulate obligations approved by the Japanese tax authoritiescause notice of any resignation, and no implied obligations on the part termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent, and of any change in the office through which any such Agent shall will act, to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Securities of tax authorities in Japansuch 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 of CaliforniaBank, 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 forthforth 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 of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, N. A. 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 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, 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 herein set forthforth 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[NAME OF FISCAL AGENT], Ltd., London Branch and Union Bank of California, 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[NAME OF FISCAL AGENT], Ltd., London Branch is the Fiscal Agent hereunder and Union Bank of California, 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) Union Bank of California, 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[NAME OF U.S. FISCAL AGENT], Ltd. has ceased to own a majority of the shares in Union Bank of California, 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX [MAILING ADDRESS OF FISCAL AGENT] (also acting through the U.S. Representative at [MAILING ADDRESS OF U.S. REPRESENTATIVE]) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ[NAME OF FISCAL AGENT], Ltd., London Branch and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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 of CaliforniaBank, 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 forthforth 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 of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, N. A. 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”), 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 purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of Californiaappoints Citibank, N.A. (the “U.S. RepresentativeBank”)) acting through its corporate trust xxxxxx xx 00xx Xxxxx, at present having its office in LondonXxxxxxxxx Xxxxxx, Xxxxxx Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, and The the Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeBank, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities 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 Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange, and such Exchange shall so require, the Issuer shall maintain a Paying Agent in London or Luxembourg, as the case may be, and that so long as the Securities of such Series are listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and the SGX-ST shall so require, the Issuer shall appoint and maintain a paying and transfer agent in Singapore, where the certificates representing the Securities may be presented or surrendered for payment or redemption (if required), in the event that the Issuer issues the Securities in definitive form in the limited circumstances set forth in the text of the Securities of such Series or herein; and provided, further, that the Issuer shall at all times maintain a Paying Agent in the Borough of Manhattan, The City of New York (which Paying Agent may be the Fiscal Agent). 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. The Issuer has initially appointed the Bank as Paying Agent and Transfer Agent for the Debt Securities. Subject to the provisions of Section 9(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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Securities of tax authorities in Japansuch Series.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints Citibank, Ltd.N.A., London Branch, also acting through its U.S. Representativeoffice at Citigroup Centre, Union Bank of CaliforniaCanada Square, N.A. (the “U.S. Representative”)Xxxxxx Xxxxx, at present having its office in LondonXxxxxx, X00 0XX, 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, and The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd.N.A., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determinedetermine and one or more agents (a “Calculation Agent” or “Calculation Agents” and, together with the Fiscal Agent, the Paying Agents and the Transfer Agents, 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 in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in London, or, if set forth in the Authorization relating to such Securities, in the City of New York (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 additional 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 9(c), 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, Transfer Agent or Calculation Agent at any time and The Bank of Tokyo-Mitsubishi UFJfrom time to time upon giving not less than 30 calendar days notice to such Paying Agent, Ltd.Transfer Agent or Calculation Agent, London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws as the case may be, and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities of such Series, which operating procedures the Issuer shall stipulate obligations approved by maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the Japanese tax authoritiesUnited States of America, its territories, its possessions and no implied obligations 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 part Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent, Transfer Agent or Calculation Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act, to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Securities of tax authorities in Japansuch Series.

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, Union Bank of California, N.A. 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, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch and Union Branch, also acting through Bank of California, N.A. 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 UFJMitsubishi, Ltd., London Branch, at 0010-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 Branch L-0000 Xxxxxxxxxx as paying agent and as transfer agent, and each of them hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ[NAME OF FISCAL AGENT], Ltd., London Branch and Union Bank of California, 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 Union Bank of California, 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) Union Bank of California, 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[NAME OF FISCAL AGENT], Ltd. has ceased to own a majority of the shares in Union Bank of California, 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 transfer 4.1 2 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX [MAILING ADDRESS OF FISCAL AGENT](also acting through the U.S. Representative at [MAILING ADDRESS OF U.S. REPRESENTATIVE]) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ[NAME OF FISCAL AGENT], Ltd., London Branch and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints Philadelphia Financial Administration Services Company, Ltd., London Branch, also acting through its U.S. Representativecorporate office at 0000 Xxxxxx Xxxxxx, Union Bank 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000 (together with the corporate office of Californiaany successor or successors of the Fiscal Agent as may be qualified and appointed from time to time in accordance with Section 3.12(c) hereof, N.A. (the “U.S. RepresentativeCorporate 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Philadelphia Financial Administration Services Company hereby accepts such appointmentappointment upon such terms and conditions. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativePhiladelphia Financial Administration Services Company, and their any successor or successors as of such fiscal agent qualified or and appointed in accordance with Section 8 3.12(c) 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in under this Agreement and the Securities and hereby Notes and such further powers and authority to act on behalf of the Issuer and Japan as may be mutually agreed upon in writing by the Issuer and Japan may hereafter grant to or confer upon itthe Fiscal Agent. The Fiscal Agent shall keep a copy of this Agreement available for inspection during normal business hours at its Corporate Office. The Fiscal Agent shall also act as Transfer 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. . (b) The Issuer and Japan reserve or the right to appointRequired Noteholders may, at their 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 in accordance with the Notes, of the principal of and of, any interest on and any other amounts owing under the Securities Notes, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the registration of transfer and or exchange of Securities the Notes, at such place or places as the Issuer may determine. The ; provided, however, that 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal all times maintain a Paying Agent and Transfer Agent at corporate offices that are located in the United States; provided, further that upon the action of the Required Noteholders to appoint a Paying Agent or a Transfer Agent, the Issuer may no longer appoint such agents. (c) The Issuer hereby initially appoints the Fiscal Agent, at its Corporate Office, as principal Paying Agent, Transfer Agent, authenticating agent and The Bank of Tokyo-Mitsubishi UFJnote registrar, Ltd., London Branch and the Fiscal Agent hereby accepts such appointment. (bd) In compliance with Japanese tax laws 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 will notify the practices Fiscal Agent of tax authorities in Japanthe resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section 3.12 hereof, the Issuer hereby appoints may vary or terminate the Fiscal appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than sixty (60) days’ notice to such Paying Agent or Transfer Agent, as its agent for (i) arranging the preparation case may be, and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent and of any change in the office through which any such Person will act to be provided to the Noteholders. (e) The Fiscal Agent Agent, acting solely for this purpose as an agent of the Issuer, shall maintain at the Fiscal Agent’s office the names and addresses of the Noteholders, including Noteholders who acquire a Note via transfer, and the principal amounts of the Notes registered in the names of each Noteholder (the “Register”). The entries in the Register shall be responsible only for performing such obligations conclusive as are expressly provided for in to the operating procedures, which operating procedures shall stipulate obligations approved by identity of the Japanese tax authoritiesNoteholders, and no implied obligations on the part of Issuer, the Fiscal Agent and the Noteholders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Noteholder hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Transfers of Notes pursuant to Section 3.09 of this Agreement shall not be effective until recorded in the Register. The Register shall be read into this Agreement available for inspection by the Issuer or the operating procedures. The operating procedures may be amended any Noteholder at any reasonable time and from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japanupon reasonable prior notice.

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 of CaliforniaBank, 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, 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 of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, 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 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of CaliforniaBank, 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of CaliforniaBank, 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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 of CaliforniaBank, 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 herein set forthforth 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 of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, N. A. 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 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint appoints The Bank of Tokyo-Mitsubishi UFJNew York Mellon Trust Company, Ltd.N.A., London Branch, also acting through its U.S. Representativecorporate trust office in Chicago, Union Bank of California, N.A. Illinois (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 Securities, upon the terms and subject to the conditions herein set forth, and The Bank of Tokyo-Mitsubishi UFJNew York Mellon Trust Company, Ltd., London BranchN.A., hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJNew York Mellon Trust Company, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeN.A., 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. .” The Fiscal Agent shall have the powers and authority 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 appoint, at their discretion, agents (may 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 interest on the Securities Securities, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities securities, at such place or places as the Issuer may determine; provided, however, the Issuer shall at all times maintain a Paying Agent or agent thereof and Transfer Agent or agent thereof in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent or any of its affiliates). The Issuer initially appoints the Fiscal Agent, acting through its offices in the Borough of Manhattan, The City of New York, as Paying Agent and Transfer Agent. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed, and will notify the Fiscal Agent of the resignation or termination of any 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given to registered holders of the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in JapanSecurities.

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, Union Bank of CaliforniaNew York, N.A. 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 Junior Notes upon the terms and subject to the conditions herein set forth, 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 Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeNew York Mellon, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. .” The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities Junior 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 Junior 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 Junior Notes, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities Junior 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 Junior Notes and the registration of transfers or exchanges of Junior 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent Issuer shall be responsible only for performing such obligations as are expressly provided for in the operating procedurescause written notice of any resignation, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part termination or appointment of the Fiscal Agent shall or any Paying Agent or Transfer Agent and of any change in the office through which any such Agent will act to be read into this Agreement or provided to holders of Junior Notes as soon as reasonably practicable following the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Issuer’s receipt of tax authorities in Japannotice thereof.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints Citibank, Ltd., London Branch, also N.A. (“Citibank”) acting through its U.S. Representativecorporate trust xxxxxx xx 00xx Xxxxx, Union Bank of CaliforniaXxxxxxxxx Xxxxxx, N.A. (the “U.S. Representative”)Xxxxxx Square, at present having its office in LondonXxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Citibank hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeCitibank, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities 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 Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange, and such Exchange shall so require, the Issuer shall maintain a Paying Agent in London or Luxembourg, as the case may be, and that so long as the Securities of such Series are listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and the SGX-ST shall so require, the Issuer shall appoint and maintain a paying and transfer agent in Singapore, where the certificates representing the Securities may be presented or surrendered for payment or redemption (if required), in the event that the Issuer issues the Securities in definitive form in the limited circumstances set forth in the text of the Securities of such Series or herein; and provided, further, that the Issuer shall at all times maintain a Paying Agent in the Borough of Manhattan, The City of New York (which Paying Agent may be the Fiscal Agent). 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. The Issuer has initially appointed Citibank as Paying Agent and Transfer Agent for the Debt Securities. Subject to the provisions of Section 9(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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Securities of tax authorities in Japansuch Series.

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, Union Bank 00xx Xxxxx, Xxx Xxxx, XX 00000 in the Borough of CaliforniaManhattan, N.A. (the “U.S. Representative”), 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, and The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London Branch, N.A. hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeN.A., 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities of a Series, and one or more agents (a “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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, Transfer Agent or Calculation Agent at any time and The Bank of Tokyo-Mitsubishi UFJfrom time to time upon giving not less than 90 days’ notice to such Paying Agent, Ltd.Transfer Agent or Calculation Agent, London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws as the case may be, and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal In respect of the Securities of a Series, the Republic shall cause notice of any resignation, termination or appointment of any Paying Agent, Transfer Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part or Calculation Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into given as provided in Section 13 of this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in JapanAgreement.

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, Union Bank 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, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch and Union Bank 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 is the Fiscal Agent hereunder and Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 UFJMitsubishi, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent principal paying agent and Transfer Agenttransfer agent, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, 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, 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 Union Bank of California, 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 Union Bank of California, 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) Union Bank of California, 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. [NAME OF U.S. FISCAL AGENT] has ceased to own a majority of the shares in Union Bank of California, N. A. [NAME OF U.S. REPRESENTATIVE]. The Fiscal Agent shall have the powers and authority 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch[NAME OF FISCAL AGENT], at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX [MAILING ADDRESS OF FISCAL AGENT] (also acting through the U.S. Representative at [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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, 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, 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 Branch the Issuer in respect of all Series of Notes initially represented by one or more U.S. Global Notes upon the terms and Union Bank of California, N.A. in its capacity as U.S. Representativesubject to the conditions herein set forth, and their Bankers 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, all references herein to the “Fiscal Agent” shall refer to Deutsche Bank AG and 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (each, a “Transfer Agent”) for the transfer and exchange of Securities 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues Bearer Notes of a Series, to the extent provided for in the operating proceduresNotes of such Series, which operating procedures the Issuer shall stipulate obligations approved by maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the Japanese tax authoritiesUnited States of America (including the States and the District of Columbia), its territories, its possessions and no implied obligations other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on Bearer Notes of such Series. In respect of the part Notes of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Notes of tax authorities in Japansuch Series.

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, Union Bank of California, N.A. 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, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch and Union Branch, also acting through Bank of California, N.A. 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 UFJMitsubishi, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 Branch X-0000 Xxxxxxxxxx as paying agent and as transfer agent, and each of them hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of CaliforniaBank, 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch has ceased to own a majority of the shares in Union Bank of CaliforniaBank, 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of CaliforniaBank, 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 forthforth 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 Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in Union Bank of CaliforniaBank, 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 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of Californiaappoints Citibank, N.A. (the “U.S. Representative”)London Branch) having a corporate trust office ("Principal Office") at 000 Xxxxxx, at present having its office Xxxxxx XX0X XXX, in LondonEngland, as fiscal agent and principal paying agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, and The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., N.A. (London Branch, ) hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of CaliforniaCitibank, N.A. in its capacity as U.S. Representative(London Branch), 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 “other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (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 Securities, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents") for the transfer and exchange of Securities Securities, at such place or places as the Issuer may determine. 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given to the operating procedures. The operating procedures may be amended from time to time to reflect any changes holders at their addresses as they appear in Japanese tax laws and the practices of tax authorities in JapanSecurity Register.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints Citibank, Ltd.N.A., London Branch, also acting through its U.S. Representativehaving a corporate trust office at Citigroup Centre, Union Bank of CaliforniaCanada Square, N.A. (the “U.S. Representative”)Xxxxxx Xxxxx, at present having its office in LondonXxxxxx X00 0XX, 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, and The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd.N.A., London Branch, Branch hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd.N.A., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeBranch, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 hereby appoints Citibank, N.A., London Branch, having a corporate trust office at Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, as Exchange Agent, Paying Agent, and Japan reserve Transfer Agent, upon the right terms and subject to appointthe conditions herein set forth, and Citibank, N.A., London Branch hereby accepts such appointment. Notwithstanding the foregoing, the Issuer may, at their its discretion, agents (appoint one or more agents (a “Paying Agent” or “Paying Agents”) in addition to, or eachto replace, an “Citibank, N.A., London Branch as 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 of a Series, and one or more agents (a “Transfer Agent” or “Transfer Agents”) in addition to, or to replace, Citibank, N.A., London Branch as Transfer Agent, for the transfer and exchange of Securities 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 any stock exchange located outside of the United States of America and such exchange shall so require, the Issuer shall maintain a Paying Agent in any required city located outside the United States of America; and provided, further, that, in the event Securities are issued in registered form, the Issuer shall maintain a Paying Agent in a location designated for such Series and, if Securities of a Series are issuable as bearer Securities, the Issuer shall maintain (i) a Paying Agent in the City of London, for payments with respect to any registered Securities of the Series (and for payments with respect to bearer Securities of the Series in the circumstances described in Section 4(a), but not otherwise), and (ii) a Paying Agent in a location designated outside the United States of America (including the States and the District of Columbia), its territories, possessions and other areas subject to its jurisdiction for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series (which Paying Agent may be the Fiscal Agent). 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities of such Series, which operating procedures the Issuer shall stipulate obligations approved by maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the Japanese tax authoritiesUnited States of America (including the States and the District of Columbia), its territories, its possessions and no implied obligations other areas subject to its jurisdiction for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series. In respect of the part Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Securities of tax authorities in Japansuch 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, Union Bank of CaliforniaBank, 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 forthforth 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 Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch has ceased to own a majority of the shares in Union Bank of CaliforniaBank, 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”), 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 purpose, the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London BranchBranch at Ropemaker Place, at 00-00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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 Centre, Union Bank of CaliforniaCanada Square, N.A. (the “U.S. Representative”)Xxxxxx Xxxxx, at present having its office in LondonXxxxxx X00 0XX, Xxxxxx Xxxxxxx, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, 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 Union Bank of California, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents” and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determine; 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 that 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 additional 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), 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ten calendar days’ notice to such Paying Agent or Transfer Agent, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities 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, which operating procedures 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 shall stipulate obligations approved by the Japanese tax authoritiescause notice of any resignation, and no implied obligations on the part termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent, and of any change in the office through which any such Agent shall will act, to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Securities of tax authorities in Japansuch Series.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint appoints The First National Bank of Tokyo-Mitsubishi UFJBoston, Ltd., London Branch, also acting through its U.S. Representativecorporate trust office at Blue Hills Office Park, Union Bank 000 Xxxxxx Xxxxxx, Canton, Massachusetts 02021, attn: Corporate Trust Division and the office of Californiaits affiliate, N.A. BancBoston Trust Company of New York (for payments, exchanges and transfers) in the “U.S. Representative”Borough of Manhattan, The City of New York (together, the "Corporate Trust Office"), 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, and The First National Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Boston hereby accepts such appointment. The First National Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeBoston, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 in writing 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 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 Securities, and one or more agents (a "Transfer Agent" or "Transfer Agents") for the transfer and exchange of Securities Securities, 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 or its affiliate). The Issuer hereby initially appoints the Fiscal Agent or its affiliate, as appropriate, at its respective Corporate Trust Office as principal Paying Agent, Transfer Agent, authenticating agent and securities registrar, and the Fiscal Agent or its affiliate, as appropriate, hereby accepts such appointment. Each Transfer Agent shall act as a security registrar and there shall be kept at the office of each Transfer Agent a register in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of Securities and the registration of transfers of Securities. 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 will notify the Fiscal Agent of the resignation or termination of any such 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent Issuer shall be responsible only for performing such obligations as are expressly provided for in the operating procedurescause notice of any resignation, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part termination or appointment of the Fiscal Agent shall or any Paying Agent or Transfer Agent and of any change in the office through which any such Agent will act to be read into this Agreement or the operating procedures. The operating procedures may be amended from time provided to time to reflect any changes in Japanese tax laws and the practices holders of tax authorities in JapanSecurities.

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 of CaliforniaBank, 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 forthforth 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 of CaliforniaBank, 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 of CaliforniaBank, 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 of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ltd., London Branch, has ceased to own a majority of the shares in MUFG Union Bank of CaliforniaBank, N. A. 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 00-Ropemaker Place, 00 Xxxxxxxx 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 accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank 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, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch and Union Bank 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 is the Fiscal Agent hereunder and Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 UFJMitsubishi, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 Branch X-0000 Xxxxxxxxxx as paying agent and as transfer agent, and each of them hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints [ ], Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), office 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, [ ] hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch [ ] and Union Bank of California, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a "Transfer Agent" or "Transfer Agents" and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determine; 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 may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional 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), 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent or Transfer Agent at any time and from time to time upon giving not less than 30 calendar days notice to such Paying Agent or Transfer Agent, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities 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, which operating procedures 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 shall stipulate obligations approved by the Japanese tax authoritiescause notice of any resignation, and no implied obligations on the part termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Securities of tax authorities in Japansuch Series.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints Citibank, Ltd.N.A., London Branch, also acting through its U.S. Representativeoffice at Citigroup Centre, Union Bank of CaliforniaCanada Square, N.A. (the “U.S. Representative”)Xxxxxx Xxxxx, at present having its office in LondonXxxxxx, X00 0XX, 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, and The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd.N.A., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determinedetermine and one or more agents (a “Calculation Agent” or “Calculation Agents” and, together with the Fiscal Agent, the Paying Agents and the Transfer Agents, 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 in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in London, or, if set forth in the Authorization relating to such Securities, in the City of New York (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 additional 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 9(c), 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, Transfer Agent or Calculation Agent at any time and The Bank of Tokyo-Mitsubishi UFJfrom time to time upon giving not less than 30 calendar days notice to such Paying Agent, Ltd.Transfer Agent or Calculation Agent, London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws as the case may be, and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities of such Series, which operating procedures the Issuer shall stipulate obligations approved by maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the Japanese tax authoritiesUnited States for the payment of principal of (and premium, if any) and no implied obligations any interest on such bearer Securities. In respect of the part Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent, Transfer Agent or Calculation Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act, to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Securities of tax authorities in Japansuch Series.

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, Union U.S. Bank of CaliforniaTrust 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, 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 Branch, and Union U.S. Bank of CaliforniaTrust 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 is the Fiscal Agent hereunder and Union U.S. Bank of CaliforniaTrust 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) Union U.S. Bank of CaliforniaTrust 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. Ltd., London Branch, has ceased to own a majority of the shares in Union U.S. Bank of CaliforniaTrust 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 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 UFJMUFG Bank, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxx Xx XXX 000, Xxx Xxxx, XX 00000) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch Branch, and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, N.A. (the “U.S. Representative”)[NAME OF FISCAL AGENT], at present having its office in London[name of location], as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, 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 and Union Bank of California, N.A. in its capacity as U.S. Representative[NAME OF FISCAL AGENT], and their its 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint appoints The Bank of Tokyo-Mitsubishi UFJChase Manhattan Bank, Ltd.N.A., London Branch, also acting through its U.S. Representativecorporate trust office at 4 Chxxx XxxxxXxxx Xxxxxx, Union Bank Xxxxxxxx, Xxx Xxxx 00000 xxx payment office at 1 Chxxx Xxxxxxxxx Xxxxx, Xxxxx 0X; Xxstitutional Trust Window, New Xxxx, Xxx Xxxx 00000 (xxr payments, exchanges and transfers) in the Borough of CaliforniaManhattan, N.A. The City of New York (together, the “U.S. Representative”"Corporate Trust Office"), 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, and The Bank of Tokyo-Mitsubishi UFJChase Manhattan Bank, Ltd., London Branch, N. A. hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJChase Manhattan Bank, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeN.A., 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 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 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 Securities, and one or more agents (a "Transfer Agent" or "Transfer Agents") for the transfer and exchange of Securities Securities, 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 principal Paying Agent, Transfer Agent, authenticating agent and securities registrar, and the Fiscal Agent hereby accepts such appointment. Each Transfer Agent shall act as a security registrar and there shall be kept at the office of each Transfer Agent a register in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of Securities and the registration of transfers of Securities. 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 will notify the Fiscal Agent of the resignation or termination of any such 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent Issuer shall be responsible only for performing such obligations as are expressly provided for in the operating procedurescause notice of any resignation, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part termination or appointment of the Fiscal Agent shall or any Paying Agent or Transfer Agent and of any change in the office through which any such Agent will act to be read into this Agreement or the operating procedures. The operating procedures may be amended from time provided to time to reflect any changes in Japanese tax laws and the practices holders of tax authorities in JapanSecurities.

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, Union Bank of CaliforniaBank, 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of CaliforniaBank, N. A. The Fiscal Agent shall have the powers and authority 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of CaliforniaBank, 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of CaliforniaBank, N. A. N.A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 00-Ropemaker Place, 00 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, N.A. (the “U.S. Representative”)[NAME OF FISCAL AGENT], at present having its office in London[name of location], as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, 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 Union Bank of California, N.A. in its capacity as U.S. Representative, and their 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s 's Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer Jamaica hereby appoints Deutsche Bank Trust Company Americas, having a corporate trust office on the date hereof at Deutsche Bank Trust Company Americas, Trust and Japan hereby appoint The Bank Agency Services, 00 Xxxx Xxxxxx, 00xx Xxxxx-XXXXX 00-0000, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), at present having its office in LondonAmerica, as fiscal agent of the Issuer and Japan Jamaica in respect of the Debt Securities upon the terms and subject to the conditions herein set forth, and The Deutsche Bank of Tokyo-Mitsubishi UFJ, Ltd., London BranchTrust Company Americas, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. Representative, and their any successor or successors as of 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers power and authority granted to and conferred upon it in the Debt Securities and hereby and such further powers and authority to act on behalf of Jamaica as may be mutually agreed upon by Jamaica and the Issuer 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 Debt Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint. 2.1 Jamaica 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 this principal of (and premium, if any) and any interest on the Debt Securities of a Series, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Debt Securities of a Series, at such place or places as the Issuer Jamaica may determine, provided however, that Jamaica shall at all times maintain a Paying Agent at the Borough of Manhattan, The City of New York (which Paying Agent may be the Fiscal Agent) in respect of the Debt Securities). The Issuer Fiscal Agent, the Registrar, the Paying Agent and the Transfer Agent are sometimes herein referred to separately as an “Agent”, and collectively, as the “Agents”. Jamaica shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it 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, Jamaica 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal . 2.2 In respect of the Debt Securities of a Series, Jamaica shall cause notice of any resignation, termination or appointment of any Paying Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Debt Securities of tax authorities in Japansuch Series.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints [ ], Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), office 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, [ ] hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch [ ] and Union Bank of California, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a "Transfer Agent" or "Transfer Agents" and together with the Paying Agents and the Fiscal Agent, the "Agents") for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determine; 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 may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional 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), 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent or Transfer Agent at any time and from time to time upon giving not less than 30 calendar days notice to such Paying Agent or Transfer Agent, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities 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, which operating procedures 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 shall stipulate obligations approved by the Japanese tax authoritiescause notice of any resignation, and no implied obligations on the part termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Securities of tax authorities in Japansuch Series.

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, Union U.S. Bank of CaliforniaTrust 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, 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 Branch, and Union U.S. Bank of CaliforniaTrust 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 is the Fiscal Agent hereunder and Union U.S. Bank of CaliforniaTrust 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, 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 UFJMUFG Bank, Ltd., London Branch, at 00-Ropemaker Place, 00 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxx Xxxxxx, 0xx Xx., Xxx Xxxx, Xxx Xxxx 000000) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJMUFG Bank, Ltd., London Branch Branch, and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its the Issuer’s agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c) hereof) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeBranch, and their its 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank 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 00-Ropemaker Place, 00 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 0XX, Xxxxxx Xxxxxxx as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch Branch, hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, N.A. 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, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch and Union Branch, also acting through Bank of California, N.A. 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 UFJMitsubishi, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 Branch L-1150 Luxembourg as paying agent, and each of them hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s 's Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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 Centre, Union Bank of CaliforniaCanada Square, N.A. (the “U.S. Representative”)Canary Wharf, at present having its office in LondonLondon E14 5LB, United Kingdom, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, 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 Union Bank of California, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents” and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determine; 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 that 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 additional 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), 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ten calendar days’ notice to such Paying Agent or Transfer Agent, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities 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, which operating procedures 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 shall stipulate obligations approved by the Japanese tax authoritiescause notice of any resignation, and no implied obligations on the part termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent, and of any change in the office through which any such Agent shall will act, to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Securities of tax authorities in Japansuch 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, Union Bank of California, 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, 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 Union Bank of California, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London BranchMizuho Trust & Banking (Luxembourg) S.A., at 00-00 0X, xxx Xxxxxxx Xxxxxxxx XxxxxxL-5365 Munsbach, Xxxxxx XX0X 0XX Grand Duchy of Luxembourg as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch Mizuho Trust & Banking (Luxembourg) S.A. hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal AgentAgent (the “Operating Procedures”). The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by Operating Procedures and the Japanese tax authorities, Manual (as defined in Section 4(c)) and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating proceduresOperating Procedures. The operating procedures Operating Procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, N.A. 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, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch and Union Branch, also acting through Bank of California, N.A. 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 UFJMitsubishi, Ltd., London Branch, at 0010-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 Branch L-0000 Xxxxxxxxxx as paying agent and as transfer agent, and each of them hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, N.A. 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, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch and Union Branch, also acting through Bank of California, N.A. 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 UFJMitsubishi, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 Branch L-1150 Luxembourg as paying agent, and each of them hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of CaliforniaBank, 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of CaliforniaBank, 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 Union Bank of CaliforniaBank, 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) Union Bank of CaliforniaBank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of CaliforniaBank, N. A. The Fiscal Agent shall have the powers and authority 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJappoints [ ], Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), office 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, [ ] hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch [ ] and Union Bank of California, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a "Transfer Agent" or "Transfer Agents" and together with the Paying Agents and the Fiscal Agent, the "Agents") for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determine; 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 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 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), 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent or Transfer Agent at any time and from time to time upon giving not less than 30 calendar days notice to such Paying Agent or Transfer Agent, as the case may be, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities 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, which operating procedures 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 shall stipulate obligations approved by the Japanese tax authoritiescause notice of any resignation, and no implied obligations on the part termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices Securities of tax authorities in Japansuch Series.

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 0 Xxxxxxxxx Xxxxxx, also acting through its U.S. RepresentativeXxxxxx, Union Bank of California, N.A. (the “U.S. Representative”), at present having its office in LondonXxxxxxx, 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, and The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London Branch, N.A. hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJCitibank, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeN.A., 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities 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 Table of Contents 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities of such Series, which operating procedures the Issuer shall stipulate obligations approved by maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the Japanese tax authoritiesUnited States of America (including the States and the District of Columbia), its territories, its possessions and no implied obligations other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series. In respect of the part Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Securities of tax authorities in Japansuch 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, Union Bank of California, 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, 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 Union Bank of California, 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 Union Deutsche Bank of California, N.A. 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. hereunder. The Fiscal Agent shall have the powers and authority 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 Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London BranchMizuho Trust & Banking (Luxembourg) S.A., at 00-1B, Parc d’Activité Syrdall, L-5365 Munsbach, Grand Duché de Luxembourg (also acting through the U.S. Agent at 00 Xxxxxxxx Xxxx Xxxxxx, Xxxxxx XX0X 0XX Xxxxxxxx XXX00-0000, New York, NY 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. Agent hereby accepts 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. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan Jamaica hereby appoint The appoints Deutsche Bank Trust Company Americas, having a corporate trust office on the date hereof at 100 Plaza One-MSJCY03-0603, Xxxxxx Xxxx, XX 00000, Xxxxxx Xxxxxx of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), at present having its office in LondonAmerica, as fiscal agent of the Issuer and Japan Jamaica in respect of the Debt Securities upon the terms and subject to the conditions herein set forth, and The Deutsche Bank of Tokyo-Mitsubishi UFJ, Ltd., London BranchTrust Company Americas, hereby accepts such appointment. The Deutsche Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeTrust Company Americas, and their any successor or successors as of 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers power and authority granted to and conferred upon it in the Debt Securities and hereby and such further powers and authority to act on behalf of Jamaica as may be mutually agreed upon by Jamaica and the Issuer 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 Debt Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint. 2.1 Jamaica 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 this principal of (and premium, if any) and any interest on the Debt Securities of a Series, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Debt Securities of a Series, at such place or places as the Issuer Jamaica may determine, provided however, that Jamaica shall at all times maintain a Paying Agent at the Borough of Manhattan, The City of New York or New Jersey (which Paying Agent may be the Fiscal Agent) in respect of the Debt Securities). The Issuer shall notify Fiscal Agent, the Fiscal Agent of Registrar, 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal Paying Agent and the Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.sometimes herein

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint appoints Deutsche Bank Trust Company Americas, having a corporate trust office at 000 Xxxx Xxxxxx in the Borough of Manhattan, The Bank City of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), at present having its office in LondonNew York, as fiscal agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, and The Deutsche Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, Trust Company Americas hereby accepts such appointment. The Deutsche Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. RepresentativeTrust Company Americas, 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Securities 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 International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, 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, Registrar and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent, Registrar 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 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 Agent. For that purpose the Issuer and Japan hereby appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided for in the operating proceduresSecurities of such Series, which operating procedures the Issuer shall stipulate obligations approved by maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the Japanese tax authoritiesUnited States of America (including the States and the District of Columbia), its territories, its possessions and no implied obligations other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series. In respect of the part Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such Agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Securities of tax authorities in Japansuch Series.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan Jamaica hereby appoint The Bank appoints , having a corporate trust office on the date hereof at , United States of Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, Union Bank of California, N.A. (the “U.S. Representative”), at present having its office in LondonAmerica, as fiscal agent of the Issuer and Japan Jamaica in respect of the Debt Securities upon the terms and subject to the conditions herein set forth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank of California, N.A. in its capacity as U.S. Representative, and their any successor or successors as of 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers power and authority granted to and conferred upon it in the Debt Securities and hereby and such further powers and authority to act on behalf of Jamaica as may be mutually agreed upon by Jamaica and the Issuer 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 Debt Securities are subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right to appoint. 2.1 Jamaica 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 this principal of (and premium, if any) and any interest on the Debt Securities of a Series, and one or more agents (a “Transfer Agent” or “Transfer Agents”) for the transfer and exchange of Debt Securities of a Series, at such place or places as the Issuer Jamaica may determine, provided however, that Jamaica shall at all times maintain a Paying Agent at the Borough of Manhattan, The City of New York (which Paying Agent may be the Fiscal Agent) in respect of the Debt Securities). The Issuer Fiscal Agent, the Registrar, the Paying Agent and the Transfer Agent are sometimes herein referred to separately as an “Agent”, and collectively, as the “Agents”. Jamaica shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it 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, Jamaica 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as Principal 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 The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal . 2.2 In respect of the Debt Securities of a Series, Jamaica shall cause notice of any resignation, termination or appointment of any Paying Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part or Transfer Agent or of the Fiscal Agent shall and of any change in the office through which any such agent will act to be read into this Agreement or given as provided in the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and text of the practices Debt Securities of tax authorities in Japansuch Series.

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, Union Bank 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, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch and Union Bank 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 UFJMitsubishi, Ltd., London Branch, at 0010-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 Branch L-0000 Xxxxxxxxxx as paying agent and as transfer agent, and each of them hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank of California, N.A. 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, and The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJMitsubishi, Ltd., London Branch and Union Branch, also acting through Bank of California, N.A. 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 UFJMitsubishi, Ltd., London Branch, at 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX 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 Branch L-1150 Luxembourg as paying agent, and each of them hereby accepts such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.

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, Union Bank 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, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank 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 Union Bank 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) Union Bank of California, N.A. shall notify the Issuer and Japan promptly upon acquiring actual knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in Union Bank of California, N. A. N.A. The Fiscal Agent shall have the powers and authority 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 or for the transfer and exchange of Securities 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 00-00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (also acting through the U.S. Representative at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and the U.S. Representative hereby accepts accept such appointment. (b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of all necessary forms and claims (including the interest receipt confirmations and the claims for exemption to be submitted to the competent Japanese tax authority) in relation to the Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations as are expressly provided for in the operating procedures, which operating procedures shall stipulate obligations approved by the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating procedures may be amended from time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in Japan.