Common use of MISCELLANEOUS DUTIES OF THE ISSUE AND PAYING AGENT AND THE PAYING AGENTS Clause in Contracts

MISCELLANEOUS DUTIES OF THE ISSUE AND PAYING AGENT AND THE PAYING AGENTS. 11.1 Cancellation, destruction and records (a) The Issue and Paying Agent shall: (i) separately in respect of each Series of Instruments, maintain a record of all Temporary Global Instruments, Permanent Global Instruments, Definitive Bearer Instruments, Receipts and Coupons delivered hereunder and of their redemption, payment, exchange, forfeiture (in the case of Partly Paid Instruments), cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement Provided that no record need be maintained of the serial numbers of Receipts or Coupons and shall send forthwith to the other Paying Agents a list of any unmatured Receipts and Coupons and/or unexchanged Talons missing upon redemption of the relevant Definitive Bearer Instrument; (ii) separately in respect of each Series of Instruments, maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Instrument; (iii) upon request by the Issuer, inform the Issuer of the spot rate of exchange quoted by it for the purchase of the currency in which the relevant Instruments are denominated against payment of euro (or such other currency specified by the Issuer) on the date on which the Relevant Agreement in respect of such Instruments was made; and (iv) make such records available for inspection at all reasonable times by the Issuer, the Trustee and the other Paying Agents. (b) The Paying Agents shall make available to the Issue and Paying Agent such information as may reasonably be required for the maintenance of the records referred to in Clause 11.1. (c) The Issuer may from time to time deliver to the Issue and Paying Agent, Definitive Bearer Instruments and unmatured Coupons appertaining thereto for cancellation, whereupon the Issue and Paying Agent shall cancel such Definitive Bearer Instruments and Coupons. The Issuer may from time to time procure the delivery to the Issue and Paying Agent of a Temporary Global Instrument or a Permanent Global Instrument with instructions to cancel a specified aggregate nominal amount of Instruments represented thereby (which instructions shall be accompanied by evidence satisfactory to the Issue and Paying Agent that the Issuer is entitled to give such instructions) whereupon the Issue and Paying Agent shall: (i) if the Temporary or Permanent Global Instrument is a CGN, note or procure that there is noted on the schedule to such Temporary Global Instrument or Permanent Global Instrument the aggregate nominal amount of Instruments so to be cancelled and the remaining nominal amount thereof (which shall be the previous nominal amount thereof less the aggregate nominal amount of the Instruments so cancelled) and shall procure the signature of such notation on its behalf; or (ii) in the case of any Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank and Clearstream, Luxembourg to make appropriate entries in their records to reflect the cancellation of the specified aggregate nominal amount. (d) In the case of Book Entry Instruments, EDP may instruct the Issue and Paying Agent and the Portuguese Paying Agent to procure that the Book Entry Instruments will be forthwith cancelled by Interbolsa following the receipt by Interbolsa of notice thereof. (e) As soon as practicable after the receipt of a written request from the Issuer, the Issue and Paying Agent shall notify the Issuer, the Trustee and the other Paying Agents (on the basis of the information available to it and distinguishing between the Instruments of each Series) of the serial numbers of any Definitive Bearer Instruments and/or the number of Coupons (by reference to maturity) against presentation or surrender of which payment has been made and of the serial numbers of any Definitive Bearer Instruments (distinguishing between different denominations) or, as the case may be, the number of Coupons (by reference to maturity) which have not yet been presented or surrendered for payment. (f) The Issue and Paying Agent may destroy each Temporary Global Instrument, Permanent Global Instrument, Definitive Bearer Instrument, Receipt and Coupon delivered to or cancelled by it in accordance with Clause 4.11, Clause 4.13, Clause 4.17, subclause 7.1(c), subclause 11.5(c) or (where there is no nominal amount remaining of such Temporary Global Instrument or Permanent Global Instrument) delivered to and cancelled by it in accordance with subclause 11.1(c), in which case it shall as soon as reasonably practicable after the receipt of a written request from the Issuer furnish the Issuer and the Trustee with a certificate as to such destruction distinguishing between the Instruments of each Series and specifying the serial numbers of the Temporary Global Instrument, Permanent Global Instrument and Definitive Bearer Instruments in numerical sequence (and containing particulars of any unmatured Receipts or Coupons and unexchanged Talons attached thereto or surrendered therewith) and the total number by payment or maturity date of Receipts and Coupons (distinguishing Talons) so destroyed. (g) The Issue and Paying Agent is authorised by the Issuer and instructed (a) in the case of any Bearer Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be.

MISCELLANEOUS DUTIES OF THE ISSUE AND PAYING AGENT AND THE PAYING AGENTS. 11.1 Cancellation, destruction and records (a) 8.1 The Issue and Paying Agent shall: (ia) separately in respect of each Series of Instruments, maintain a record of all Temporary Global Instruments, Permanent Global Instruments, Definitive Bearer Instruments, Receipts and Coupons delivered hereunder and of their redemption, payment, exchange, forfeiture (in the case of Partly Paid Instruments), cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement Provided replacement, provided that no record need be maintained of the serial numbers of Receipts or Coupons and shall send forthwith to the other Paying Agents a list of any unmatured Receipts and Coupons and/or unexchanged Talons missing upon redemption of the relevant Definitive Bearer InstrumentCoupons; (iib) separately in respect of each Series of Instruments, maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Instrument; (iiic) upon request by the relevant Issuer, inform the relevant Issuer of the spot rate of exchange quoted by it for the purchase of the currency in which the relevant Instruments are denominated against payment of euro Euro (or such other currency specified by the relevant Issuer) on the date on which the Relevant Agreement in respect of such Instruments was made; and (ivd) make such records available for inspection at all reasonable times by the relevant Issuer, and, if applicable, the Trustee Guarantor and the other Paying Agents. (b) 8.2 The Paying Agents shall make available to the Issue and Paying Agent such information as may reasonably be required for for: (a) the maintenance of the records referred to in this Clause 11.18; and (b) the Issue and Paying Agent to perform the duties set out in Schedule 9 (Duties under the Issuer-ICSDs Agreement). (c) 8.3 The relevant Issuer may from time to time deliver to the Issue and Paying Agent, Agent Definitive Bearer Instruments and unmatured Coupons appertaining thereto for cancellation, whereupon the Issue and Paying Agent shall cancel such Definitive Bearer Instruments and Coupons. The relevant Issuer may from time to time procure the delivery to the Issue and Paying Agent of a Temporary Global Instrument or a Permanent Global Instrument with instructions to cancel a specified aggregate nominal principal amount of Instruments represented thereby (which instructions shall be accompanied by evidence satisfactory to the Issue and Paying Agent that the relevant Issuer is entitled to give such instructions) whereupon the Issue and Paying Agent shall: (i) if the Temporary or Permanent Global Instrument is a CGN, shall note or procure that there is noted on the schedule Schedule to such Temporary Global Instrument or Permanent Global Instrument the aggregate nominal principal amount of Instruments so to be cancelled and the remaining nominal principal amount thereof (which shall be the previous nominal principal amount thereof less the aggregate nominal principal amount of the Instruments so cancelled) and shall procure the signature of such notation on its behalf; or (ii) in . In addition, the case relevant Issuer may from time to time instruct the Issue and Paying Agent to cancel a specified aggregate principal amount of any Instruments represented by an NGI Temporary Global Instrument or an NGI Permanent Global Instrument (which instructions shall be accompanied by evidence satisfactory to the Issue and Paying Agent that the relevant Issuer, or, if applicable, the Guarantor is a NGN, entitled to give such instructions) whereupon the Issue and Paying Agent shall instruct Euroclear Bank and Clearstream, Luxembourg the ICSDs (in accordance with the provisions of Schedule 9 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their respective records to reflect the cancellation of the specified aggregate nominal amountsuch cancellation. (d) In the case of Book Entry Instruments, EDP may instruct the Issue and Paying Agent and the Portuguese Paying Agent to procure that the Book Entry Instruments will be forthwith cancelled by Interbolsa following the receipt by Interbolsa of notice thereof. (e) 8.4 As soon as practicable (but in any event not later than two months) after each interest or other payment date in relation to any Series of Instruments, after each date on which Instruments are cancelled in accordance with Clause 8.3, and after each date on which the receipt of a written request from the IssuerInstruments fall due for redemption, the Issue and Paying Agent shall notify the Issuerrelevant Issuer and, if applicable, the Trustee Guarantor and the other Paying Agents (on the basis of the information available to it and distinguishing between the Instruments of each Series) of the serial numbers of any Definitive Bearer Instruments and/or the number of Coupons (by reference to maturity) against presentation or surrender of which payment has been made and of the serial numbers of any Definitive Bearer Instruments (distinguishing between different denominations) or, as the case may be, the number of Coupons (by reference to maturity) which have not yet been presented or surrendered for payment). (f) 8.5 The Issue and Paying Agent may destroy each Temporary Global Instrument, Permanent Global Instrument, Definitive Bearer Instrument, Receipt and Coupon delivered to or cancelled by it in accordance with Clause 4.11, Clause 4.13, Clause 4.17, subclause 7.1(c), subclause 11.5(cparagraph (c) of Clause 7.1 or (where there is no nominal principal amount remaining of such Temporary Global Instrument or Permanent Global Instrument) delivered to and cancelled by it in accordance with subclause 11.1(c)Clause 8.3, in which case it shall as soon as reasonably practicable (but not later than two months after the receipt of a written request from the Issuer such destruction) furnish the relevant Issuer and the Trustee Guarantor with a certificate as to such destruction distinguishing between the Instruments of each Series and specifying the serial numbers of the Temporary Global Instrument, Permanent Global Instrument and Definitive Bearer Instruments in numerical sequence (and containing particulars of any unmatured Receipts or Coupons and unexchanged Talons attached thereto or surrendered therewith) and the total number by payment or maturity date of Receipts and Coupons (distinguishing Talons) so destroyed. (g) . The Issue and Paying Agent is authorised by may instruct the Common Safekeeper to destroy each NGI Temporary Global Instrument and NGI Permanent Global Instrument in accordance with Clause 7 in which case, upon receipt of confirmation of destruction from the Common Safekeeper, the Issue and Paying Agent shall furnish the Issuer and instructed the Guarantor with a copy of such confirmation (a) in provided that, if the case of any Bearer Issue and Paying Agent is the Common Safekeeper, the Issue and Paying Agent shall destroy each NGI Temporary Global Instrument which is a CGN, to endorse or to arrange for and NGI Permanent Global Instrument in accordance with Clause 7 and furnish the endorsement Issuer and the Guarantor with confirmation of such destruction); and where the relevant Bearer Issue and Paying Agent has delivered any authenticated Global Instrument to reflect a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the reduction in the nominal amount represented authenticated Global Instrument retained by it by following its receipt of confirmation from the amount so redeemed or purchased and cancelled and (b) in Common Safekeeper that the case of any Bearer relevant Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may behas been effectuated.

MISCELLANEOUS DUTIES OF THE ISSUE AND PAYING AGENT AND THE PAYING AGENTS. 11.1 Cancellation, destruction and records (a) 10.1 The Issue and Paying Agent shall: (ia) separately in respect of each Series of Instruments, maintain a record of all Temporary Global Instruments, Permanent Global Instruments, Definitive Bearer Instruments, Receipts and Coupons delivered hereunder and of their redemption, payment, exchange, forfeiture (in the case of Partly Paid Instruments), cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement Provided that no record need be maintained of the serial numbers of Receipts or Coupons (save insofar as that a record shall be maintained of the serial numbers of unmatured Receipts and Coupons and/or unexchanged Talons missing at the time of redemption or other cancellation of the relevant Definitive Instruments and, in the case of Coupons, of any subsequent payments against such Coupons) and shall send forthwith to the other Paying Agents a list of any unmatured Receipts and Coupons and/or unexchanged Talons missing upon redemption of the relevant Definitive Bearer Instrument; (iib) separately in respect of each Series of Instruments, maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Instrument; (iiic) upon written request by the IssuerIssuer or the Guarantor, inform the Issuer or the Guarantor of the spot rate of exchange quoted by it for the purchase of the currency in which the relevant Instruments are denominated against payment of euro U.S. dollars (or such other currency specified by the IssuerIssuer or the Guarantor) on the date on which the Relevant Agreement (as defined in the Dealership Agreement) in respect of such Instruments was made; and (ivd) make such records available for inspection at all reasonable times by the Issuer, the Trustee Guarantor and the other Paying Agents. (b) 10.2 The Paying Agents shall make available to the Issue and Paying Agent such information as may reasonably be required for for: 10.2.1 the maintenance of the records referred to in Clause 11.110.1; and 10.2.2 the Issue and Paying Agent to perform the duties set out in Schedule 10 (Duties Under The Issuer-ICSDs Agreement). (c) 10.3 The Issuer may from time to time deliver to the Issue and Paying Agent, Agent Definitive Bearer Instruments and unmatured Coupons appertaining thereto for cancellation, whereupon the Issue and Paying Agent shall cancel such Definitive Bearer Instruments and Coupons. The In addition, the Issuer may from time to time procure the delivery to the Issue and Paying Agent of a Temporary Global Instrument or a Permanent Global Instrument with instructions to cancel a specified aggregate nominal amount of Instruments represented thereby (which instructions shall be accompanied by evidence satisfactory to the Issue and Paying Agent that the Issuer is entitled to give such instructions) whereupon the Issue and Paying Agent shalltime: (i) if the Temporary or Permanent Global Instrument is a CGN, note or procure that there is noted on the schedule to such Temporary Global Instrument or Permanent Global Instrument the aggregate nominal amount of Instruments so to be cancelled and the remaining nominal amount thereof (which shall be the previous nominal amount thereof less the aggregate nominal amount of the Instruments so cancelled) and shall procure the signature of such notation on its behalf; or (ii) in the case of any Temporary or Permanent Global Instrument which is a NGN, instruct Euroclear Bank and Clearstream, Luxembourg to make appropriate entries in their records to reflect the cancellation of the specified aggregate nominal amount. (d) In the case of Book Entry Instruments, EDP may instruct the Issue and Paying Agent and the Portuguese Paying Agent to procure that the Book Entry Instruments will be forthwith cancelled by Interbolsa following the receipt by Interbolsa of notice thereof. (e) As soon as practicable after the receipt of a written request from the Issuer, the Issue and Paying Agent shall notify the Issuer, the Trustee and the other Paying Agents (on the basis of the information available to it and distinguishing between the Instruments of each Series) of the serial numbers of any Definitive Bearer Instruments and/or the number of Coupons (by reference to maturity) against presentation or surrender of which payment has been made and of the serial numbers of any Definitive Bearer Instruments (distinguishing between different denominations) or, as the case may be, the number of Coupons (by reference to maturity) which have not yet been presented or surrendered for payment. (f) The Issue and Paying Agent may destroy each Temporary Global Instrument, Permanent Global Instrument, Definitive Bearer Instrument, Receipt and Coupon delivered to or cancelled by it in accordance with Clause 4.11, Clause 4.13, Clause 4.17, subclause 7.1(c), subclause 11.5(c) or (where there is no nominal amount remaining of such Temporary Global Instrument or Permanent Global Instrument) delivered to and cancelled by it in accordance with subclause 11.1(c), in which case it shall as soon as reasonably practicable after the receipt of a written request from the Issuer furnish the Issuer and the Trustee with a certificate as to such destruction distinguishing between the Instruments of each Series and specifying the serial numbers of the Temporary Global Instrument, Permanent Global Instrument and Definitive Bearer Instruments in numerical sequence (and containing particulars of any unmatured Receipts or Coupons and unexchanged Talons attached thereto or surrendered therewith) and the total number by payment or maturity date of Receipts and Coupons (distinguishing Talons) so destroyed. (g) The Issue and Paying Agent is authorised by the Issuer and instructed (a) in the case of any Bearer Global Instrument which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Instrument to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Bearer Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be.

MISCELLANEOUS DUTIES OF THE ISSUE AND PAYING AGENT AND THE PAYING AGENTS. 11.1 Cancellation, destruction and records (a) 8.1 The Issue and Paying Agent shall: (ia) separately in respect of each Series of Instruments, maintain a record of all Temporary Global Instruments, Permanent Global Instruments, Definitive Bearer Instruments, Receipts Instruments and Coupons delivered hereunder and of their redemption, payment, exchange, forfeiture (in the case of Partly Paid Instruments), cancellation, mutilation, defacement, alleged destruction, theft or loss or replacement Provided replacement, provided that no record need be maintained of the serial numbers of Receipts or Coupons and shall send forthwith to the other Paying Agents a list of any unmatured Receipts and Coupons and/or unexchanged Talons missing upon redemption of the relevant Definitive Bearer InstrumentCoupons; (iib) separately in respect of each Series of Instruments, maintain a record of all certifications received by it in accordance with the provisions of any Temporary Global Instrument; (iiic) upon request by the relevant Issuer, inform the relevant Issuer of the spot rate of exchange quoted by it for the purchase of the currency in which the relevant Instruments are denominated against payment of euro Euro (or such other currency specified by the relevant Issuer) on the date on which the Relevant Agreement in respect of such Instruments was made; and (ivd) make such records available for inspection at all reasonable times by the Issuer, the Trustee relevant Issuer and the other Paying Agents. (b) 8.2 The Paying Agents shall make available to the Issue and Paying Agent such information as may reasonably be required for for: (a) the maintenance of the records referred to in this Clause 11.18; and (b) the Issue and Paying Agent to perform the duties set out in Schedule 9 (Duties under the Issuer-ICSDs Agreement). (c) 8.3 The relevant Issuer may from time to time deliver to the Issue and Paying Agent, Agent Definitive Bearer Instruments and unmatured Coupons appertaining thereto for cancellation, whereupon the Issue and Paying Agent shall cancel such Definitive Bearer Instruments and Coupons. The relevant Issuer may from time to time procure the delivery to the Issue and Paying Agent of a Temporary Global Instrument or a Permanent Global Instrument with instructions to cancel a specified aggregate nominal principal amount of Instruments represented thereby (which instructions shall be accompanied by evidence satisfactory to the Issue and Paying Agent that the relevant Issuer is entitled to give such instructions) whereupon the Issue and Paying Agent shall: (i) if the Temporary or Permanent Global Instrument is a CGN, shall note or procure that there is noted on the schedule Schedule to such Temporary Global Instrument or Permanent Global Instrument the aggregate nominal principal amount of Instruments so to be cancelled and the remaining nominal principal amount thereof (which shall be the previous nominal principal amount thereof less the aggregate nominal principal amount of the Instruments so cancelled) and shall procure the signature of such notation on its behalf; or (ii) in . In addition, the case relevant Issuer may from time to time instruct the Issue and Paying Agent to cancel a specified aggregate principal amount of any Instruments represented by an NGI Temporary Global Instrument or an NGI Permanent Global Instrument (which instructions shall be accompanied by evidence satisfactory to the Issue and Paying Agent that the relevant Issuer is a NGN, entitled to give such instructions) whereupon the Issue and Paying Agent shall instruct Euroclear Bank and Clearstream, Luxembourg the ICSDs (in accordance with the provisions of Schedule 9 (Duties under the Issuer-ICSDs Agreement)) to make appropriate entries in their respective records to reflect the cancellation of the specified aggregate nominal amountsuch cancellation. (d) In the case of Book Entry Instruments, EDP may instruct the Issue and Paying Agent and the Portuguese Paying Agent to procure that the Book Entry Instruments will be forthwith cancelled by Interbolsa following the receipt by Interbolsa of notice thereof. (e) 8.4 As soon as practicable (but in any event not later than two months) after each interest or other payment date in relation to any Series of Instruments, after each date on which Instruments are cancelled in accordance with Clause 8.3, and after each date on which the receipt of a written request from the IssuerInstruments fall due for redemption, the Issue and Paying Agent shall notify the Issuer, the Trustee relevant Issuer and the other Paying Agents (on the basis of the information available to it and distinguishing between the Instruments of each Series) of the serial numbers of any Definitive Bearer Instruments and/or the number of Coupons (by reference to maturity) against presentation or surrender of which payment has been made and of the serial numbers of any Definitive Bearer Instruments (distinguishing between different denominations) or, as the case may be, the number of Coupons (by reference to maturity) which have not yet been presented or surrendered for payment). (f) 8.5 The Issue and Paying Agent may destroy each Temporary Global Instrument, Permanent Global Instrument, Definitive Bearer Instrument, Receipt Instrument and Coupon delivered to or cancelled by it in accordance with Clause 4.11, Clause 4.13, paragraph (c) of Clause 4.17, subclause 7.1(c), subclause 11.5(c) 7.1 or (where there is no nominal principal amount remaining of such Temporary Global Instrument or Permanent Global Instrument) delivered to and cancelled by it in accordance with subclause 11.1(c)Clause 8.3, in which case it shall as soon as reasonably practicable (but not later than two months after the receipt of a written request from the Issuer such destruction) furnish the relevant Issuer and the Trustee with a certificate as to such destruction distinguishing between the Instruments of each Series and specifying the serial numbers of the Temporary Global Instrument, Permanent Global Instrument and Definitive Bearer Instruments in numerical sequence (and containing particulars of any unmatured Receipts or Coupons and unexchanged Talons attached thereto or surrendered therewith) and the total number by payment or maturity date of Receipts and Coupons (distinguishing Talons) so destroyed. (g) . The Issue and Paying Agent is authorised by may instruct the Common Safekeeper to destroy each NGI Temporary Global Instrument and NGI Permanent Global Instrument in accordance with Clause 7 in which case, upon receipt of confirmation of destruction from the Common Safekeeper, the Issue and Paying Agent shall furnish the Issuer with a copy of such confirmation (provided that, if the Issue and instructed (a) in Paying Agent is the case of any Bearer Common Safekeeper, the Issue and Paying Agent shall destroy each NGI Temporary Global Instrument which is a CGN, to endorse or to arrange for and NGI Permanent Global Instrument in accordance with Clause 7 and furnish the endorsement Issuer with confirmation of such destruction); and where the relevant Bearer Issue and Paying Agent has delivered any authenticated Global Instrument to reflect a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the reduction in the nominal amount represented authenticated Global Instrument retained by it by following its receipt of confirmation from the amount so redeemed or purchased and cancelled and (b) in Common Safekeeper that the case of any Bearer relevant Global Instrument which is a NGN, to instruct Euroclear Bank and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may behas been effectuated.