Common use of REMUNERATION AND INDEMNIFICATION OF TRUSTEE Clause in Contracts

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal shares) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE 15.1 The relevant Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Noteholders and Couponholders) up to and including the date when, all the Notes issued by such Issuer having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT provided that if upon due presentation of any Note, Receipt Note or Coupon issued by such Issuer or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder Noteholder or Couponholder is duly made. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default under the Notes issued by the relevant Issuer or the Trustee considering it necessary or expedient or necessary or being requested by any of the relevant Obligors Issuer or the Guarantor to undertake duties which the Trustee and the relevant Issuer or the Guarantor agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents presents, the relevant Issuer or, as the case may be, the Guarantor shall pay to the Trustee such additional remuneration as shall be agreed between themthem and which may be calculated by reference to the Trustee's normal hourly rates in force from time to time. (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any applicable value added tax against production of a valid invoice for VAT purposes or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) Clause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) Clause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee and the relevant Issuer. (E) 15.5 The relevant Issuer shall, shall also on written request, also request by or on behalf of the Trustee pay or discharge all Liabilities properly and reasonably incurred by the Trustee in respect of Notes issued by such Issuer in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to reasonable travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 15.6 All amounts payable pursuant to sub-clause (E) Clause 15.5 above and/or Clause 16(J16(j) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at such rate as the rate of one per cent. per annum above Trustee would be required to pay or does pay in the Base Rate from time event that it borrows to time of National Westminster Bank Plc make the payment from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such a rate equal to the Trustee's costs of borrowing from the due date therefor. A certificate from the Trustee as to the Trustee's cost of borrowing on any particular date shall be conclusive and binding on the relevant Issuer. All remuneration payable to the Trustee shall carry interest at the rate specified in this Clause 15.6 from the due date therefor. (G) 15.7 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J16(j) shall continue in full force and effect notwithstanding such discharge. (H) 15.8 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer 8.1 The Trustee shall pay to the Trustee receive remuneration for its services as trustee as from the date of these presents this Deed upon each [quarterly date] such amount remuneration to be at such rate as shall be agreed may from time to time between be agreed among the relevant Issuer Settlor, Beneficiary and the Trustee, with the Settlor paying one-half of such remuneration and the Trustee authorized to withdraw one-half of such remuneration from the Account. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, when all the Notes having become due for redemption, the redemption moneys and interest thereon amounts owing to the date of redemption Beneficiary under this Deed have been paid in full or otherwise duly provided for to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment satisfaction of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly madeTrustee. (B) 8.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or on being requested by any of the relevant Obligors Settlor or the Beneficiary to undertake duties which the Trustee and the relevant Issuer agree agrees to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to this Deed, the Trustee shall be paid such additional remuneration as shall be agreed between themamong the Trustee, the Settlor and the Beneficiary, with the Settlor paying one-half of such remuneration and the Trustee authorized to withdraw one-half of such remuneration from the Account. (C) The relevant Issuer shall in addition pay 8.3 Without prejudice to the right of indemnity by law given to trustees, the Settlor and Beneficiary shall indemnify the Trustee an amount equal and keep it indemnified against all Liabilities to which it may be or become subject or which may be incurred by it in the amount execution or purported execution of any value added tax of its trusts, powers, authorities and discretions under this Deed or similar tax properly chargeable in respect of its any other matter or thing done or omitted in any way relating to this Deed. The Settlor and the Beneficiary hereby agree, as between them, that each is responsible for one-half of the indemnification obligation under this clause 8.3. 8.4 With respect to any remuneration under these presents. (D) In this clause 8 to be funded by withdrawing funds from the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presentsAccount, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal shares) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and if insufficient funds are in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made Account on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date thereforof such remuneration to satisfy such one half of such Trustee remuneration, the Beneficiary promptly shall pay the unsatisfied portion of such one-half of such Trustee remuneration. (G) Unless otherwise specifically stated 8.5 Nothing in this Deed shall, in any discharge case in which the Trustee has failed to show the degree of these presents care and diligence required of it as trustee having regard to the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Deed conferring on it any trusts, powers, authorities or discretions, exempt the Trustee shall be entitled in its absolute discretion from, or indemnify it against, any Liability for breach of trust or any liability which by virtue of any rule of law would otherwise attach to determine it in respect of any negligence, wilful default, breach of duty or breach of trust of which Series of Notes any Liabilities incurred under these presents have been incurred or it may be guilty in relation to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities duties under this Clause 15Deed. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time between by the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Holders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Issue and Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refusedrefused or (in the case of Tier 2 Notes) such subsequent payment is not made by reason of Clause 7 or Condition 4 of the Tier 2 Notes, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder Holder or Couponholder is duly made. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or Default, (in the case of Tier 2 Notes only) any breach by the Issuer of any provision of these presents or, in any case, the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree agrees to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between themthem and which may be calculated in accordance with the Trustee's normal hourly rates in force from time to time. (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax against production of a valid invoice for VAT purposes or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) Subclause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) Subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or an investment bank or other person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank or other person shall be final and binding upon the Trustee and the relevant Issuer. (E) 15.5 The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably Expenses (which expression shall exclude any amount payable to the Trustee pursuant to Clause 15.3 where such amount has already been paid to the Trustee) incurred by the Trustee (other than any tax levied on the Trustee by reference to the net income, profits or gains of the Trustee) in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 15.6 All amounts payable pursuant to sub-clause (E) Subclause 15.5 above and/or Clause 16(J16(j) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand from the date which the payment was made or such later date as specified in such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at a rate equivalent to the rate Trustee’s cost of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc borrowing (provided that such borrowing is on arm's length and commercially reasonable terms) from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. A certificate from the Trustee as to the Trustee’s cost of borrowing on any particular date shall, in the absence of manifest error, be conclusive and binding on the Issuer. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 15.7 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J16(j) shall continue in full force and effect notwithstanding such discharge. (H) 15.8 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities Expenses incurred under these presents have been incurred or to allocate any such Liabilities Expenses between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or 15.9 All payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as Issuer to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J15 and/or Clause 16(j) In relation to any payment shall be made without set-off, counterclaim, deduction or withholding unless compelled by law, in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of any Liabilities incurred under these presents, the amounts which would otherwise have been payable by the Issuer to the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment under this Clause in the form absence of a receipted invoice any such set-off, counterclaim, deduction or in such other form as shall be reasonably satisfactory to the Issuerwithholding.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 14.1 The Issuer shall pay to the Trustee Trustee, by way of remuneration for its services as trustee of these presents presents, such amount as shall be agreed from time to time in writing between the relevant Issuer and the Trustee. Such remuneration shall be payable in advance on the anniversary of the date hereof in each year and the first payment shall be made on the date hereof, unless otherwise agreed in writing between the Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Noteholders and Couponholders) up to and including the date whenon which, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Issuing and Paying Agent or the Trustee PROVIDED THAT if provided that if, upon due presentation of any Note, Receipt Note or Coupon or any cheque cheque, payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again be deemed not to have ceased to accrue and will continue to accrue until payment to such Noteholder, Receiptholder the relevant Noteholder or Couponholder is duly made. (B) 14.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) 14.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any applicable value added tax or similar tax properly chargeable in respect of its remuneration under these presentspresents against production of a valid invoice. (D) 14.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) 14.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) 14.5 The relevant Issuer shall, shall also on written request, also request by or on behalf of the Trustee pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including including, but not limited to to, properly incurred travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 14.6 All amounts payable pursuant to sub-clause (E) 14.5 above and/or Clause 16(J15.1(i) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three seven business days after such demand and the Trustee so requires) carry interest at the rate of one three per cent. per annum above the Base Rate base rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within seven business days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 14.7 The Issuer hereby further undertakes to the Trustee that, subject as expressly provided in the Conditions, all monies payable by the Issuer to the Trustee under this Deed shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this Clause in the absence of any such set-off, counterclaim, deduction or withholding. 14.8 Unless otherwise specifically stated in any discharge of these presents presents, the provisions of this Clause and Clause 16(J15.1(h) shall continue in full force and effect notwithstanding such dischargedischarge and the resignation or removal of the Trustee. (H) 14.9 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer or the Guarantor to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable borne equally by the relevant Issuer and the Trustee in equal sharesTrustee) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary stamp and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken legal proceedings brought or contemplated by or on behalf of the Trustee against the Issuer or the Guarantor for enforcing, or resolving enforcing any doubt concerning, or for any other purpose in relation to, obligation under these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J15(J) shall be payable by the relevant Issuer on the date specified in a written demand by the Trustee accompanied by appropriate value added tax invoices and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three 10 business days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within 10 days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such the demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J15(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any more than one Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities Payments under this Clause 15. (J) In relation 14 are not subordinated to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence other obligations of the date of such payment in the form of a receipted invoice Issuer or in such other form as shall be reasonably satisfactory to the IssuerGuarantor.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such amount remuneration to be at such rate as shall be agreed may from time to time be agreed between the relevant Issuer and the Trustee. Such remuneration shall be payable in arrear on 17th December in each year, the first such payment to be made on 17th December, 1999. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until such payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuers, or the Guarantor to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by shared equally between the relevant Issuer and the Trustee in equal sharesTrustee) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant IssuerIssuer or the Guarantor. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days five London Business Days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc Citibank, N.A. from the date specified in of such demand, and in all other cases shall (if not paid on the date of such demand or, if later, within five London Business Days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any more than one Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Bond Trust Deed, such amount remuneration to be paid annually in advance on the anniversary date of this Bond Trust Deed and at such rate and to be paid on such dates as shall be agreed may from time to time be agreed between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes Bonds having become due for redemptionredemption in full, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or or, as the Trustee PROVIDED THAT case may be, the Trustee, provided that, if upon due presentation of any NoteBond in accordance with the Conditions, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly madeaccrue. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax VAT or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) Clause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) Clause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal shares) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in Back to Contents connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such amount remuneration to be at such rate and to be paid on such dates as shall be agreed may from time to time be agreed between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders the Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or or, as the case may be, the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly madeaccrue. (B) 15.2 In the event of the occurrence of an Event of Default or Default, a Potential Event of Default Default, a Put Event, a Relevant Rating Downgrade or a Change of Control, the Issuer hereby agrees that the Trustee considering shall be entitled to be paid additional remuneration which may be calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee considers it expedient or necessary or being is requested by the Issuer or any of the relevant Obligors Guarantor to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between themthem (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time). (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) subclause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 14.1 The Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time by exchange of letters between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders the Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT provided that if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder Noteholder or Couponholder is duly made. (B) 14.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or Default, the Issuer hereby agrees that the Trustee considering shall be entitled to be paid additional remuneration, which may be calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee considers it expedient or necessary or being is requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between themthem and which may be calculated by reference to the Trustee's normal hourly rates in force from time to time. (C) 14.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presentspresents against delivery by the Trustee to the Issuer of a valid value added tax invoice. (D) 14.4 In the event of the Trustee and the relevant Issuer failing to agree: (1A) (in a case to which sub-clause (A) Clause 14.1 above applies) upon the amount of the remuneration; or (2B) (in a case to which sub-clause (B) Clause 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) 14.5 The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee or any Appointee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 14.6 All amounts payable pursuant to sub-clause (E) Clause 14.5 above and/or Clause 16(J) 15.10 shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at a rate equal to the rate Trustee's cost of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc borrowing from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. A certificate from the Trustee as to the Trustee's cost of borrowing on any particular date or during any particular period shall be conclusive and binding on the Issuer. (G) 14.7 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) 15.10 shall continue in full force and effect notwithstanding such discharge. (H) 14.8 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or 14.9 All payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as Issuer to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee under Clause 14 and Clause 15.10 shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any relevant jurisdiction or any authority therein or thereof having power to tax. If any such taxes are required by law to be deducted or withheld in funds to make payment connection with any such payment, the Issuer will increase the amount paid so that the full amount of such Liabilities. Failure, however, payment is received by the Trustee to give any as if no such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15deduction or withholding has been made. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time between by the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Holders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Issue and Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refusedrefused or (in the case of Tier 2 Notes) such subsequent payment is not made by reason of Clause 7 or Condition 4 of the Tier 2 Notes, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder Holder or Couponholder is duly made. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or Default, (in the case of Tier 2 Notes only) any breach by the Issuer of any provision of these presents or, in any case, the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree agrees to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between themthem and which may be calculated in accordance with the Trustee's normal hourly rates in force from time to time. (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax against production of a valid invoice for VAT purposes or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree:agree:‌ (1a) (in a case to which sub-clause (A) Subclause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) Subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or an investment bank or other person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank or other person shall be final and binding upon the Trustee and the relevant Issuer. (E) 15.5 The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably Expenses (which expression shall exclude any amount payable to the Trustee pursuant to Clause 15.3 where such amount has already been paid to the Trustee) incurred by the Trustee (other than any tax levied on the Trustee by reference to the net income, profits or gains of the Trustee) in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 15.6 All amounts payable pursuant to sub-clause (E) Subclause 15.5 above and/or Clause 16(J16(j) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand from the date which the payment was made or such later date as specified in such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at a rate equivalent to the rate Trustee’s cost of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc borrowing (provided that such borrowing is on arm's length and commercially reasonable terms) from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. A certificate from the Trustee as to the Trustee’s cost of borrowing on any particular date shall, in the absence of manifest error, be conclusive and binding on the Issuer. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 15.7 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J16(j) shall continue in full force and effect notwithstanding such discharge. (H) 15.8 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities Expenses incurred under these presents have been incurred or to allocate any such Liabilities Expenses between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or 15.9 All payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as Issuer to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J15 and/or Clause 16(j) In relation to any payment shall be made without set-off, counterclaim, deduction or withholding unless compelled by law, in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of any Liabilities incurred under these presents, the amounts which would otherwise have been payable by the Issuer to the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment under this Clause in the form absence of a receipted invoice any such set-off, counterclaim, deduction or in such other form as shall be reasonably satisfactory to the Issuerwithholding.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time by exchange of letters between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: : (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal shares) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. 16.1 The Issuer (Afailing whom (where the Issuer is PFA) THE relevant Issuer the Guarantor) shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time between by the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Holders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Issue and Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refusedrefused or (where applicable) such subsequent payment is not made by reason of Clause 7 or Condition 6, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder Holder or Couponholder is duly made.made.‌ (B) 16.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or or, in any case, the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer or (where the Issuer is PFA) the Guarantor to undertake duties which the Trustee and the relevant Issuer or (where the Issuer is PFA) the Guarantor agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them.them and which may be calculated in accordance with the Trustee's normal hourly rates in force from time to time.‌ 16.3 The Issuer (Cfailing whom (where the Issuer is PFA) The relevant Issuer the Guarantor) shall in addition pay to the Trustee an amount equal to the amount of any value added tax against production of a valid invoice for VAT purposes or similar tax properly chargeable in respect of its remuneration under these presents. (D) 16.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) Subclause 16.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) Subclause 16.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or an investment bank or other person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and (failing whom (where the Trustee in equal sharesIssuer is PFA) the Guarantor)) and the determination of any such merchant or investment bank or other person shall be final and binding upon the Trustee Trustee, the Issuer and (where the relevant Issuer.Issuer is PFA) the Guarantor.‌ 16.5 The Issuer (Efailing whom (where the Issuer is PFA) The relevant Issuer shall, on written request, the Guarantor) shall also pay or discharge all Liabilities properly and reasonably Expenses (which expression shall exclude any amount payable to the Trustee pursuant to Clause 16.3 where such amount has already been paid to the Trustee) incurred by the Trustee (other than any tax levied on the Trustee by reference to the net income, profits or gains of the Trustee) in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 16.6 All amounts payable pursuant to sub-clause (E) Subclause 16.5 above and/or Clause 16(J17(j) shall be payable by the relevant Issuer (failing whom (where the Issuer is PFA) the Guarantor) on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand from the date which the payment was made or such later date as specified in such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at a rate equivalent to the rate Trustee’s cost of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc borrowing (provided that such borrowing is on arm's length and commercially reasonable terms) from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. A certificate from the Trustee as to the Trustee’s cost of borrowing on any particular date shall, in the absence of manifest error, be conclusive and binding on the Issuer. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 16.7 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J17(j) shall continue in full force and effect notwithstanding such discharge. (H) 16.8 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities Expenses incurred under these presents have been incurred or to allocate any such Liabilities Expenses between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or 16.9 All payments to be made by the Trustee in Issuer or, as the lawful exercise of case may be, the powers conferred on it by these presents so as Guarantor (where the Issuer is PFA) to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. 16 and/or Clause 17(j) shall be made without set-off, counterclaim, deduction or withholding unless compelled by law, in which event the Issuer or, as the case may be, the Guarantor (Jwhere the Issuer is PFA) In relation to any payment will pay such additional amounts as will result in the receipt by the Trustee of any Liabilities incurred under these presentsthe amounts which would otherwise have been payable by the Issuer or, as the case may be, the Guarantor (where the Issuer is PFA) to the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment under this Clause in the form absence of a receipted invoice any such set-off, counterclaim, deduction or in such other form as shall be reasonably satisfactory to the Issuerwithholding.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant ‌ 14.1 The Issuer shall pay to the Trustee Trustee, by way of remuneration for its services as trustee of these presents presents, such amount as shall be agreed from time to time in writing between the relevant Issuer and the Trustee. Such remuneration shall be payable in advance on the anniversary of the date hereof in each year and the first payment shall be made on the date hereof, unless otherwise agreed in writing between the Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Noteholders and Couponholders) up to and including the date whenon which, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Issuing and Paying Agent or the Trustee PROVIDED THAT if provided that if, upon due presentation of any Note, Receipt Note or Coupon or any cheque cheque, payment of the moneys due in respect thereof is improperly improperly‌ withheld or refused, remuneration will commence again be deemed not to have ceased to accrue and will continue to accrue until payment to such Noteholder, Receiptholder the relevant Noteholder or Couponholder is duly made. (B) 14.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them.them.‌ (C) 14.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any applicable value added tax or similar tax properly chargeable in respect of its remuneration under these presentspresents against production of a valid invoice. (D) 14.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) 14.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) 14.5 The relevant Issuer shall, shall also on written request, also request by or on behalf of the Trustee pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including including, but not limited to to, properly incurred travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents.presents.‌ (F) 14.6 All amounts payable pursuant to sub-clause (E) 14.5 above and/or Clause 16(J15.1(i) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three seven business days after such demand and the Trustee so requires) carry interest at the rate of one three per cent. per annum above the Base Rate base rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within seven business days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 14.7 The Issuer hereby further undertakes to the Trustee that, subject as expressly provided in the Conditions, all monies payable by the Issuer to the Trustee under this Deed shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this Clause in the absence of any such set-off, counterclaim, deduction or withholding. 14.8 Unless otherwise specifically stated in any discharge of these presents presents, the provisions of this Clause and Clause 16(J15.1(h) shall continue in full force and effect notwithstanding such dischargedischarge and the resignation or removal of the Trustee. (H) 14.9 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee Trustee, by way of remuneration for its services as trustee of these presents presents, such amount as shall be agreed from time to time by exchange of letters between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again be deemed not to have ceased to accrue and will continue to accrue until payment to such Noteholder, Receiptholder Noteholder or Couponholder is duly made. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer or a Guarantor to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) subclause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee, the Issuer and the Guarantors. 15.5 Without prejudice to the right of indemnity by law given to trustees, the Issuer shall and each Guarantor shall on a joint and several basis among the Guarantors indemnify the Trustee and every Appointee and keep it or him indemnified against all Liabilities to which it or he may be or become subject or which may be properly incurred by it or him in the relevant Issuerpreparation and execution or purported execution of any of its or his trusts, powers, authorities and discretions under these presents or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment (including all Liabilities incurred in disputing or defending any of the foregoing). 15.6 The Issuer (Efailing whom the Guarantors on a joint and several basis) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee and every Appointee in relation to the preparation and execution of, of the exercise of its powers and the performance of its duties under, and in any other manner in relation to, under these presents, including but not limited to reasonable travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 15.7 All amounts payable pursuant to sub-clause (E) subclauses 15.5 or 15.6 above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three on the date specified on such demand (being at least five days after the date of such demand and the Trustee so requiresdemand)) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time (on the date on which payment was made by the Trustee) of National Westminster Bank Plc from the date specified in such demand, demand and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from the date 30 days after the date of the same being demanded such thirtieth day or (where the demand specifies that payment be made on an earlier date) from such earlier other date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 15.8 The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this Clause shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this Clause in the absence of any such set-off, counterclaim, deduction or withholding. 15.9 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) 15.10 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The 15.11 Notwithstanding any provision of this Trust Deed to the contrary, the Trustee shall wherever practicable give prior notice to the relevant Issuer not in any event be liable for special, indirect, punitive or consequential loss or damage of any Liabilities properly kind whatsoever (including but not limited to lost profits, goodwill, reputation, business opportunity or anticipated saving), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and reasonably regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust or otherwise, provided however, that this clause shall not be deemed to be incurred and apply in the event of a determination of fraud, wilful default or payments to be made by gross negligence on the part of the Trustee in the lawful exercise of the powers conferred on it a judgment by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15a court having jurisdiction. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount amounts as shall be agreed from time to time by exchange of letters between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Issuing and Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) Clause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) Clause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable paid by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) 15.5 The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 15.6 All amounts payable pursuant to sub-clause (E) Clause 15.5 above and/or Clause 16(J) 16.10 shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 15.7 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause, Clause 16.10 and Clause 16(J) 24 shall continue in full force and effect notwithstanding such discharge. (H) 15.8 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee Trustee, by way of remuneration for its services as trustee of these presents presents, such amount as shall be agreed from time to time by exchange of letters between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again be deemed not to have ceased to accrue and will continue to accrue until payment to such Noteholder, Receiptholder Noteholder or Couponholder is duly made. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer or a Guarantor to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) subclause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee, the Issuer and the Guarantors. 15.5 Without prejudice to the right of indemnity by law given to trustees, the Issuer shall and each Guarantor shall on a joint and several basis among the Guarantors indemnify the Trustee and every Appointee and keep it or them indemnified against all Liabilities to which it or they may be or become subject or which may be properly incurred by it or them in the relevant Issuerpreparation and execution or purported execution of any of their trusts, powers, authorities and discretions under these presents or its or their functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment (including all Liabilities incurred in disputing or defending any of the foregoing). 15.6 The Issuer (Efailing whom the Guarantors on a joint and several basis) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee and every Appointee in relation to the preparation and execution of, of the exercise of its powers and the performance of its duties under, and in any other manner in relation to, under these presents, including but not limited to reasonable travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 15.7 All amounts payable pursuant to sub-clause (E) subclauses 15.5 or 15.6 above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three on the date specified on such demand (being at least five days after the date of such demand and the Trustee so requiresdemand)) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time (on the date on which payment was made by the Trustee) of National Westminster Bank Plc from the date specified in such demand, demand and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from the date 30 days after the date of the same being demanded such thirtieth day or (where the demand specifies that payment be made on an earlier date) from such earlier other date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 15.8 The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this Clause shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this Clause in the absence of any such set-off, counterclaim, deduction or withholding. 15.9 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) 15.10 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The 15.11 Notwithstanding any provision of this Trust Deed to the contrary, the Trustee shall wherever practicable give prior notice to the relevant Issuer not in any event be liable for special, indirect, punitive or consequential loss or damage of any Liabilities properly kind whatsoever (including but not limited to lost profits, goodwill, reputation, business opportunity or anticipated saving), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and reasonably regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust or otherwise, provided however, that this clause shall not be deemed to be incurred and apply in the event of a determination of fraud, wilful default or payments to be made by gross negligence on the part of the Trustee in the lawful exercise of the powers conferred on it a judgment by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15a court having jurisdiction. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE SO long as any Note is outstanding, the relevant Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such amount remuneration to be at such rate as shall be agreed may from time to time be agreed between the relevant such Issuer and the Trustee. Such remuneration renumeration shall accrue from day to day and be payable (in priority to payments to the Noteholders, Receiptholders and Couponholders) up down to and including the date when, when all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT Trustee. However, if upon any payment to a Noteholder, Receiptholder or Couponholder of the moneys due presentation in respect of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refusedrefused upon due presentation of such Note, Receipt or Coupon, such remuneration will commence again to accrue as from the date of such presentation until payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition addition, against delivery to such Issuer of the Trustee's value added tax invoice therefor, pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents.. 31 (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (Aclause(A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (Bclause(B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank such person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharessuch Issuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee and the relevant such Issuer. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (Eclause(E) above and/or Clause 16(JClause15 (J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three five business days after such demand and the Trustee so requires) carry interest at the rate of one three per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within five business days after such demand and, in either case, the Trustees so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(JClause15(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any two or more Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 19.1 The Issuer shall pay or procure to be paid to the Trustee in relation to the Programme and any Series issued by it such remuneration for its services and expenses properly incurred by the Trustee when acting on behalf of the trust at such rate and on such dates as trustee of these presents such amount as shall be agreed may from time to time be agreed between the relevant Issuer and the TrusteeTrustee in such fee letter as in force from time to time. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due Secured Creditors in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment relation to such Noteholder, Receiptholder or Couponholder is duly madeSeries. (B) In the event of 19.2 After the occurrence of an Event of Default or a Potential Event of Default in respect of any Series or in the event of the Trustee for such Series considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee for such Series and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee for such Series under these presents or if (for whatever reason other than the relevant Trustee's default) the Underlying Assets or Charged Assets in respect of any Series are not promptly reassigned and released in accordance with Clause 10.17, the Issuer shall pay to the Trustee for such Series such additional remuneration as shall may be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) . In the event of that the Trustee for such Series and the relevant Issuer failing fail to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether agree that such duties shall be are of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee for such Series under these presents, or fail to agree upon such additional remuneration, such matters shall be determined by a merchant or an investment bank (acting as an expert and not as an arbitrator) selected by the Trustee for such Series and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (Wales. The decision of any such investment bank shall be final and binding on the Issuer and the Trustee and the expenses involved in such nomination and the fees of such merchant or investment bank being payable or as the case may be, the President of the Law Society shall be paid by the relevant Issuer and the Trustee in equal shares) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) 19.3 The relevant Issuer shall, on written request, for any Series shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax chargeable in respect of its remuneration under these presents in relation to such Series. 19.4 The Issuer for any Series shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presentspresents in respect of each Series, including but not limited to travelling expenses expenses, legal fees and any stamp, issue, registration, documentary stamp and other taxes or duties including value added tax paid or payable by the Trustee in respect of such Series in connection with any action properly and reasonably proceedings taken or contemplated by or on behalf of the Trustee for enforcing, enforcing all or resolving any doubt concerning, part of the Security or for any other purpose obligation of the Issuer under these presents in respect of such Series.‌ 19.5 The Issuer shall indemnify the Trustee in relation toto any Series and any Receiver: (a) in respect of all Liabilities incurred by it or him or by any persons appointed by the Trustee to whom any trust, power, authority or discretion may properly be delegated by it in the execution or purported execution of the trusts, powers, authorities or discretions vested in it by these presentspresents in respect of such Series, provided that, in the case of any such delegate and/or agent, the Trustee in respect of such Series has exercised reasonable care in the selection of such delegate and/or agent; and (b) against all Liabilities in any way relating to these presents or the enforcement or realisation of all or any of the Underlying Assets or Charged Assets relating to such Series. (F) All 19.6 For each Series all amounts payable pursuant to sub-clause (E) Clause 19.4 above and/or Clause 16(J) 20.13 shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate prime rate (being the ordinary lending rate to prime commercial customers) from time to time of National Westminster Bank Plc the Trustee or, if the Trustee has no such prime rate, of such prime bank as the Trustee shall select from the date specified in of such demand, and in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded such demand or (where the such demand specifies that payment is to be made on an earlier date) from such earlier date specified in such demanddate. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 19.7 Unless otherwise specifically stated in any discharge of these presents presents, the provisions of this Clause 19 and Clause 16(J) 20.13 shall continue in full force and effect notwithstanding such discharge. (H) 19.8 The Trustee of the relevant Series shall be entitled in its absolute discretion to determine in respect of which a Series of Notes Obligations of which it is Trustee any Liabilities incurred under these presents have been incurred under these presents or to allocate any such Liabilities between the Notes Obligations of any such Series. (I) The Trustee shall wherever practicable give prior notice to 19.9 In the relevant Issuer event that any amount which is payable under and in respect of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so is or shall be allocable to more than one Series, then, subject as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee provided in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents13.4, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of shall in its absolute discretion allocate such payment amount pro rata or otherwise between each such Series in the form of a receipted invoice or in such other form as shall be reasonably satisfactory relation to the Issuerwhich it is Trustee.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such amount remuneration to be at such rate and to be paid on such dates as shall be agreed may from time to time be agreed between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders the Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or or, as the case may be, the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly madethereof. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or a Change of Control Put Event, the Issuer hereby agrees that the Trustee considering shall be entitled to be paid additional remuneration, as shall be agreed between them from time to time. In any other case, if the Trustee considers it expedient or necessary or being is requested by any of the relevant Obligors Issuer or the Guarantors to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between themthem (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time). (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any documented value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) subclause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee, the Issuer and the Guarantors. 15.5 Without prejudice to the right of indemnity by law given to trustees, each of the Issuer and the Guarantors shall severally indemnify the Trustee and every Appointee and keep it or him indemnified against all Liabilities to which it or he may be or become subject or which may be properly incurred by it or him in the relevant Issuerpreparation and execution or purported execution of any of its or his trusts, powers, authorities and discretions under these presents or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment (including all Liabilities incurred in disputing or defending any of the foregoing). (E) 15.6 The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation relating to, these presents, including but not limited to reasonable travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, enforcing these presents. 15.7 Where any amount payable by the Issuer under Clause 15.5 or Clause 15.6 has instead been paid by any person or persons other than the Issuer or any Guarantor (F) each, an Indemnifying Party), the Issuer shall pay to the Trustee an equal amount for the purpose of enabling the Trustee to reimburse the Indemnifying Parties. 15.8 All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) subclauses 15.5 and 15.6 shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at a rate equal to the rate Trustee’s cost of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc borrowing from the date specified in such demanddemand is made, and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from the date 30 days after the date of the same being demanded such thirtieth day or (where the demand specifies that payment be made on an earlier date) from such earlier other date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. A certificate from the Trustee as to the Trustee’s cost of borrowing on any particular date or during any particular period shall be conclusive and binding on the Issuer and any Guarantor. (G) 15.9 The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this clause shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this clause in the absence of any such set-off, counterclaim, deduction or withholding. 15.10 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) 15 shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such amount remuneration to be at such rate as shall be agreed may from time to time be agreed between the relevant Issuer and the Trustee. Such remuneration shall be payable in arrear on 17th December in each year, the first such payment to be made on 17th December, 1999. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until such payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuers, or the Guarantor to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by shared equally between the relevant Issuer and the Trustee in equal sharesTrustee) and the determination of Table of Contents any such merchant or investment bank shall be final and binding upon the Trustee and the relevant IssuerIssuer or the Guarantor. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days five London Business Days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc Citibank, N.A. from the date specified in of such demand, and in all other cases shall (if not paid on the date of such demand or, if later, within five London Business Days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any more than one Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time by exchange of letters between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by shared equally between the relevant Issuer and the Trustee in equal sharesTrustee) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to reasonable travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J15(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J15(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such amount remuneration to be at such rate as shall be agreed may from time to time be agreed between the relevant Issuer and the Trustee. Such remuneration shall be payable in arrear on 17th December in each year, the first such payment to be made on 17th December, 1999. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until such payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuers or PTC to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by shared equally between the relevant Issuer and the Trustee in equal sharesTrustee) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J15(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days five London Business Days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc Citibank, N.A. from the date specified in of such demand, and in all other cases shall (if not paid on the date of such demand or, if later, within five London Business Days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J15(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any more than one Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 14.1 The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such amount remuneration to be at such rate and to be paid on such dates as shall be agreed may from time to time be agreed between the relevant Issuer and the Trustee. In the absence of any agreement to the contrary, such remuneration shall be payable in advance on 26 March in each year, the first such payment to be made on the date hereof. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholdersthe Bondholders) up to and including the date when, all the Notes Bonds having become due for redemption, any Ordinary Shares, the redemption moneys and interest thereon to the date of redemption have been delivered or paid to the Principal Paying, Transfer and Conversion Agent or or, as the case may be, the Trustee PROVIDED THAT provided that if upon due presentation of any Note, Receipt or Coupon Bond (if required) or any cheque payment of the moneys due due, or delivery of the relevant Ordinary Shares in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until such payment to such Noteholder, Receiptholder or Couponholder delivery is duly mademade in full. (B) 14.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or Default, the Issuer hereby agrees that the Trustee considering shall be entitled to be paid additional remuneration, which may be calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee considers it expedient or necessary or being is requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) 14.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 14.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) subclause 14.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) subclause 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or an investment bank or person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank or person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank or person shall be final and binding upon the Trustee and the relevant Issuer. 14.5 Without prejudice to the right of indemnity by law given to trustees and subject to clause 15(jj), the Issuer shall indemnify the Trustee and every Appointee and keep it or him indemnified against all Liabilities to which it or he may be or become subject or which may be incurred by it or him in the preparation and execution or purported execution of any of its or his trusts, powers, authorities and discretions under these presents or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment (E) including all Liabilities incurred in disputing or defending any of the foregoing). 14.6 The relevant Issuer shall, shall also on written request, also demand pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and discretions and the performance of its duties under, and in any other manner in relation relating to, these presents, including but not limited to reasonable travelling expenses expenses, legal fees and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose enforcing these presents in relation to, these presentseach case duly documented. 14.7 Where any amount which would otherwise be payable by the Issuer under clause 14.5 or clause 14.6 has instead been paid by any person or persons other than the Issuer (F) each, an “Indemnifying Party”), the Issuer shall pay to the Trustee an equal amount for the purpose of enabling the Trustee to reimburse the Indemnifying Parties. 14.8 All amounts payable pursuant to sub-clause (E) subclause 14.5 above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a written demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time Trustee’s cost of National Westminster Bank Plc funds from the date specified in such demanddemand is made, and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from the date 30 days thirtieth day after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier other date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. A certificate from the Trustee as to its cost of funding on any particular date or during any particular period shall be conclusive and binding on the Issuer. (G) 14.9 The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this clause shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this clause in the absence of any such set-off, counterclaim, deduction or withholding. 14.10 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) clause shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such remuneration to be at such rate as may from time to time be agreed between the Issuer and the Trustee. Such remuneration shall be payable in advance on 3rd August in each year, the first such payment to be made on the date hereof. Upon the issue of any Further Securities the rate of remuneration in force immediately prior thereto shall be increased by such amount as shall be agreed between the Issuer and the Trustee, such increased remuneration to be calculated from such date as shall be agreed as aforesaid. The rate of remuneration in force from time to time may upon the final redemption of the whole of the Securities of any series be reduced by such amount as shall be agreed between the relevant Issuer and the Trustee, such reduced remuneration to be calculated from such date as shall be agreed as aforesaid. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders the Holders and Couponholders) up to and including the date when, all the Notes Securities having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Security or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly madeaccrue. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, Back to Contents such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J15(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one three per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J15(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series series of Notes Securities any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes Original Bonds and any Further Securities of any Seriesseries. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such remuneration to be at such rate as may from time to time be agreed between the Issuer and the Trustee. Such remuneration shall be payable in advance on 9th November in each year, the first such payment to be made on the date hereof. Upon the issue of any Further Securities the rate of remuneration in force immediately prior thereto shall be increased by such amount as shall be agreed between the Issuer and the Trustee, such increased remuneration to be calculated from such date as shall be agreed as aforesaid. The rate of remuneration in force from time to time may upon the final redemption of the whole of the Securities of any series be reduced by such amount as shall be agreed between the relevant Issuer and the Trustee, such reduced remuneration to be calculated from such date as shall be agreed as aforesaid. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders the Holders and Couponholders) up to and including the date when, all the Notes Securities having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Security or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly madeaccrue. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank shall shall, in the absence of manifest error, be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the proper exercise of its powers and the proper performance of its duties under, and in any other proper manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J15(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three seven days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within seven days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days seventh day after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J15(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series series of Notes Securities any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes Original Bonds and any Further Securities of any Seriesseries. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant The Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time by exchange of letters between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause subclause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause subclause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to to, travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this clause shall be made without set-off, counterclaim, deduction or withholding unless required by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this clause in the absence of any such set-off, counterclaim, deduction or withholding. (G) All amounts payable pursuant to sub-clause subclause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three seven days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within seven days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (GH) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (HI) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant The Issuer shall pay to the Trustee remuneration for its services as trustee of these presents as from the date of these presents, such amount remuneration to be at such rate as shall be agreed may from time to time be agreed between the relevant Issuer and the TrusteeTrustee without prejudice to Clause 14(R). Such remuneration shall accrue from day to day and be payable (annually in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due advance on 21 September in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly madeeach year. (B) In the event of the occurrence of an Event of Default or a Default, Potential Event of Default Default, Noteholder Redemption Event or Potential Noteholder Redemption Event or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank an independent person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank independent person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank independent person shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses expenses, the fees of any agent employed by the Trustee pursuant to Clause 14(T), and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J14(K) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (and, if not paid by the Issuer within three 14 days after of such demand and the Trustee so requires) date, shall carry interest at the rate of one two per cent. per annum above the Base Rate from time to time prime rate as published by The Wall Street Journal, or a recognized successor benchmark of National Westminster Bank Plc from similar repute, (on the date specified in that such demand, and in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier dateamount is payable) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefordate. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J14(K) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 17.1 So long as any Note is outstanding the Issuer shall will pay to the Trustee as remuneration for its services as trustee of these presents Trustee such amount sum on such dates in each case as shall be agreed they may from time to time between the relevant Issuer and the Trusteeagree. Such remuneration shall will accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to from the date of redemption have been paid this Trust Deed. However, if any payment to the Agent a Noteholder or the Trustee PROVIDED THAT if upon due presentation Couponholder of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof of any Note or Coupon is improperly withheld or refused, such remuneration will commence again to accrue as from the date of such withholding or refusal until payment to such Noteholder, Receiptholder Noteholder or Couponholder is duly made. (B) In the event of the occurrence of 17.2 If an Event of Default or a Default, Potential Event of Default Default, Enforcement Event or Potential Enforcement Event (as applicable) shall have occurred, the Issuer hereby agrees that the Trustee considering shall be entitled to be paid additional remuneration calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee finds it expedient or necessary or being is requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer they both agree to be of an exceptional nature or otherwise outside the scope of the Trustee's normal duties of under this Trust Deed, the Trustee under these presents the relevant Issuer shall will pay to the Trustee such additional remuneration as shall they may agree (and which may be agreed between them. (C) The relevant Issuer shall in addition pay calculated by reference to the Trustee an amount equal Trustee's normal hourly rates in force from time to the amount of time) or, failing agreement as to any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing matters in this subclause (or as to agree: (1) (such sums referred to in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presentsClause 17.1), or upon such additional remuneration, such matters shall be as determined by a merchant financial institution or investment bank person (acting as an expert and not as an arbitratorexpert) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the Wales. The expenses involved in such nomination and such financial institution's fee will be borne by the fees Issuer. The determination of such merchant financial institution or investment bank being payable person will be conclusive and binding on the Issuer, the Guarantors (in respect of Senior Notes only), the Trustee, the Noteholders and the Couponholders. 17.3 The Issuer will also on demand by the relevant Issuer and the Trustee in equal shares) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, also pay or discharge all Liabilities costs, charges, liabilities and expenses properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers this Trust Deed and the performance of its duties underfunctions under this Trust Deed including, and in any other manner in relation to, these presents, including but not limited to to, legal and travelling expenses and any stamp, issue, registration, documentary and or other taxes or duties paid or payable by the Trustee in connection with any action properly and legal proceedings reasonably taken brought or contemplated by or on behalf of the Trustee for enforcing, against the Issuer or resolving (in respect of Senior Notes only) the Guarantors to enforce any doubt concerning, or for any other purpose in relation to, provision of these presents.. Such costs, charges, liabilities and expenses will: (Fa) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to before such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and demand at a rate equivalent to the Trustee's cost of funding for such time as such amount remains outstanding; and (b) in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded demand or (where the demand specifies that payment is to be made on an earlier date) from such earlier date specified date. 17.4 Without prejudice to the right of indemnity by law given to trustees, the Issuer shall indemnify the Trustee and every Appointee (as defined below) and keep it or him indemnified against all Liabilities to which it or he may be or become subject or which may be properly incurred by it or him in the preparation and execution or purported execution of any of its or his duties, trusts, powers, authorities and discretions under this Trust Deed or its or his functions under any such demandappointment or in respect of any other matter or thing properly done or omitted in any way relating to this Trust Deed or any such appointment (including all Liabilities incurred in disputing or defending any of the foregoing). All unpaid remuneration due and payable The Contracts (Rights of Third Parties) Act 1999 applies to this Clause 17.4. 17.5 The Issuer hereby undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this Clause 17 shall carry interest at be made without set-off, counterclaim or deduction or withholding unless compelled by law in which event the Issuer will pay such rate from additional amounts as will result in the due date thereforreceipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this clause in the absence of any such set-off, counterclaim, deduction or withholding. Any such additional amount paid by the Issuer because of any such deduction or withholding shall hereafter be referred to as a Tax Payment. 17.6 The Trustee shall not be bound to take any step or action in connection with this Trust Deed or the Notes or obligations arising pursuant thereto, including, but not limited to, forming an opinion or employing any financial adviser, where it is not satisfied that it is indemnified and/or secured and/or pre-funded against all its liabilities and costs incurred in connection with such step or action and may demand prior to taking any such step or action that there be paid to it in advance such sums as it considers (G) Unless otherwise specifically stated in without prejudice to any discharge of these presents the provisions of this Clause and Clause 16(Jfurther demand) shall be sufficient so to indemnify and/or secure and/or pre-fund it. 17.7 Clauses 17.3 to 17.6 will continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by as regards the Trustee in the lawful exercise of the powers conferred on even if it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15no longer is Trustee. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee Trustee, by way of remuneration for its services as trustee of these presents presents, such amount as shall be agreed from time to time by exchange of letters between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again be deemed not to have ceased to accrue and will continue to accrue until payment to such Noteholder, Receiptholder Noteholder or Couponholder is duly made. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer or a Guarantor to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them.them.‌ (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) subclause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee, the Issuer and the Guarantors. 15.5 Without prejudice to the right of indemnity by law given to trustees, the Issuer shall and each Guarantor shall on a joint and several basis among the Guarantors indemnify the Trustee and every Appointee and keep it or him indemnified against all Liabilities to which it or he may be or become subject or which may be properly incurred by it or him in the relevant Issuerpreparation and execution or purported execution of any of its or his trusts, powers, authorities and discretions under these presents or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment (including all Liabilities incurred in disputing or defending any of the foregoing). 15.6 The Issuer (Efailing whom the Guarantors on a joint and several basis) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee and every Appointee in relation to the preparation and execution of, of the exercise of its powers and the performance of its duties under, and in any other manner in relation to, under these presents, including but not limited to reasonable travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 15.7 All amounts payable pursuant to sub-clause (E) subclauses 15.5 or 15.6 above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three on the date specified on such demand (being at least five days after the date of such demand and the Trustee so requiresdemand)) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time (on the date on which payment was made by the Trustee) of National Westminster Bank Plc from the date specified in such demand, demand and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from the date 30 days after the date of the same being demanded such thirtieth day or (where the demand specifies that payment be made on an earlier date) from such earlier other date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 15.8 The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this Clause shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this Clause in the absence of any such set-off, counterclaim, deduction or withholding. 15.9 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) 15.10 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The 15.11 Notwithstanding any provision of this Trust Deed to the contrary, the Trustee shall wherever practicable give prior notice to the relevant Issuer not in any event be liable for special, indirect, punitive or consequential loss or damage of any Liabilities properly kind whatsoever (including but not limited to lost profits, goodwill, reputation, business opportunity or anticipated saving), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and reasonably regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust or otherwise, provided however, that this clause shall not be deemed to be incurred and apply in the event of a determination of fraud, wilful default or payments to be made by gross negligence on the part of the Trustee in the lawful exercise of the powers conferred on it a judgment by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15a court having jurisdiction. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such amount remuneration to be at such rate and to be paid on such dates as shall be agreed may from time to time be agreed between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders the Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or or, as the case may be, the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly madethereof. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or a Change of Control Put Event, the Issuer hereby agrees that the Trustee considering shall be entitled to be paid additional remuneration, as shall be agreed between them from time to time. In any other case, if the Trustee considers it expedient or necessary or being is requested by any of the relevant Obligors Issuer or the Guarantors to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between themthem (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time). (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any documented value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) subclause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee, the Issuer and the Guarantors. 15.5 Without prejudice to the right of indemnity by law given to trustees, each of the Issuer and the Guarantors shall severally indemnify the Trustee and every Appointee and keep it or him indemnified against all Liabilities to which it or he may be or become subject or which may be properly incurred by it or him in the relevant Issuerpreparation and execution or purported execution of any of its or his trusts, powers, authorities and discretions under these presents or its or his functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment (including all Liabilities incurred in disputing or defending any of the foregoing). (E) 15.6 The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation relating to, these presents, including but not limited to reasonable travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, enforcing these presents. 15.7 Where any amount payable by the Issuer under Clause 15.5 or Clause 15.6 has instead been paid by any person or persons other than the Issuer or any Guarantor (F) each, an Indemnifying Party), the Issuer shall pay to the Trustee an equal amount for the purpose of enabling the Trustee to reimburse the Indemnifying Parties. 15.8 All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) subclauses 15.5 and 15.6 shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at a rate equal to the rate Trustee’s cost of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc borrowing from the date specified in such demanddemand is made, and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from the date 30 days after the date of the same being demanded such thirtieth day or (where the demand specifies that payment be made on an earlier date) from such earlier other date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. A certificate from the Trustee as to the Trustee’s cost of borrowing on any particular date or during any particular period shall be conclusive and binding on the Issuer and any Guarantor. (G) 15.9 The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this clause shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this clause in the absence of any such set-off, counterclaim, deduction or withholding. 15.10 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) 15 shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such remuneration to be at such rate and to be paid on such dates as may from time to time be agreed between the Issuer and the Trustee. Upon the issue of any further Notes the rate of remuneration in force immediately prior thereto shall be increased by such amount as shall be agreed between the Issuer and the Trustee, such increased remuneration to be calculated from such date as shall be agreed as aforesaid. The rate of remuneration in force from time to time may upon the final redemption of the whole of the Notes be reduced by such amount as shall be agreed between the relevant Issuer and the Trustee, such reduced remuneration to be calculated from such date as shall be agreed as aforesaid. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders the Noteholders and CouponholdersCouponholders as provided in clause 10 hereof) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or or, as the case may be, the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly madeaccrue. (B) 15.2 In the event of the occurrence of an Event of Default or Default, a Potential Event of Default or Change of Control Triggering Event the Issuer agrees that the Trustee considering shall be entitled to be paid additional remuneration calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee considers it expedient or necessary or being requested by any of the relevant Obligors Issuer or the Guarantor to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between themthem (and which may be calculated by reference to the Trustee’s normal hourly rates from time to time). (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) the second sentence of subclause 15.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable shared equally by the relevant Issuer and the Trustee in equal sharespayable by the Issuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee and the relevant Issuer. (E) 15.5 The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 15.6 All amounts payable pursuant to sub-clause (E) above 15.5 and/or Clause 16(J16(cc) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at a rate equal to the rate Trustee’s cost of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc borrowing from the date specified in such demanddemand is made, and in all other cases shall (if not paid within 30 calendar days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from the date 30 days after the date such thirtieth calendar day of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier other date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. A certificate from the Trustee as to the Trustee’s cost of borrowing on any particular date or during any particular period shall be conclusive and binding on the Issuer. (G) 15.7 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause clause and Clause 16(Jclause 16(cc) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of these presents this Trust Deed, such amount remuneration to be at such rate as shall be agreed may from time to time be agreed between the relevant Issuer and the Trustee. Such remuneration shall be payable in arrear on 17th December in each year, the first such payment to be made on 17th December, 1999. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until such payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer, PT or PTC to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by shared equally between the relevant Issuer and the Trustee in equal sharesTrustee) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J15(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days five London Business Days after such demand and the Trustee so requires) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc Citibank, N.A. from the date specified in of such demand, and in all other cases shall (if not paid on the date of such demand or, if later, within five London Business Days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J15(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any more than one Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder or Couponholder is duly made. (B) In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer or (where the relevant Issuer is TI Finance) Telecom Italia to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) In the event of the Trustee and the relevant Issuer failing to agree: (1) (in a case to which sub-clause (A) above applies) upon the amount of the remuneration; or (2) (in a case to which sub-clause (B) above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or an investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the relevant Issuer. (E) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee without negligence or bad faith on its part in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to (i) reasonable travelling expenses and (ii) any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents, in each case duly documented. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a written demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time Trustee’s cost of National Westminster Bank Plc funds (duly documented) from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 14.1 The Issuer shall pay to the Trustee remuneration for its services as trustee of these presents such amount as shall be agreed from time to time between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee PROVIDED THAT provided that if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to such Noteholder, Receiptholder Noteholder or Couponholder is duly made. (B) 14.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) 14.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents. (D) 14.4 All payments by the Issuer under this Clause 14 shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future Taxes, imposed by the laws of the Republic of Italy or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto. If any Taxes are required by the laws of the Republic of Italy to be deducted or withheld in connection with any such payment, the Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. 14.5 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) Clause 14.1 above applies) upon the amount of the remuneration; or (2b) (in a case to which sub-clause (B) Clause 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant an independent financial institution or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant independent financial institution or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant independent financial institution or investment bank person shall be final and binding upon the Trustee and the relevant Issuer. (E) 14.6 The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee without gross negligence, wilful default or fraud on its part in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents, including but not limited to (a) reasonable travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) All amounts payable pursuant to sub-clause (E) above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of one per cent. per annum above the Base Rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall carry interest at such rate from the date 30 days after the date of the same being demanded or (where the demand specifies that payment be made on an earlier date) from such earlier date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The Trustee shall wherever practicable give prior notice to the relevant Issuer of any Liabilities properly and reasonably to be incurred and or payments to be made by the Trustee in the lawful exercise of the powers conferred on it by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.and

REMUNERATION AND INDEMNIFICATION OF TRUSTEE. (A) THE relevant 15.1 The Issuer shall pay to the Trustee Trustee, by way of remuneration for its services as trustee of these presents presents, such amount as shall be agreed from time to time by exchange of letters between the relevant Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Noteholders, Receiptholders Noteholders and Couponholders) up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt Note or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again be deemed not to have ceased to accrue and will continue to accrue until payment to such Noteholder, Receiptholder Noteholder or Couponholder is duly made. (B) 15.2 In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by any of the relevant Obligors Issuer or a Guarantor to undertake duties which the Trustee and the relevant Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the relevant Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them. (C) 15.3 The relevant Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax properly chargeable in respect of its remuneration under these presents.presents.‌ (D) 15.4 In the event of the Trustee and the relevant Issuer failing to agree: (1a) (in a case to which sub-clause (A) subclause 15.1 above applies) upon the amount of the remuneration; oror‌ (2b) (in a case to which sub-clause (B) subclause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank person being payable by the relevant Issuer and the Trustee in equal sharesIssuer) and the determination of any such merchant or investment bank person shall be final and binding upon the Trustee, the Issuer and the Guarantors. 15.5 Without prejudice to the right of indemnity by law given to trustees, the Issuer shall and each Guarantor shall on a joint and several basis among the Guarantors indemnify the Trustee and every Appointee and keep it or them indemnified against all Liabilities to which it or they may be or become subject or which may be properly incurred by it or them in the relevant Issuerpreparation and execution or purported execution of any of their trusts, powers, authorities and discretions under these presents or its or their functions under any such appointment or in respect of any other matter or thing done or omitted in any way relating to these presents or any such appointment (including all Liabilities incurred in disputing or defending any of the foregoing). 15.6 The Issuer (Efailing whom the Guarantors on a joint and several basis) The relevant Issuer shall, on written request, shall also pay or discharge all Liabilities properly and reasonably incurred by the Trustee and every Appointee in relation to the preparation and execution of, of the exercise of its powers and the performance of its duties under, and in any other manner in relation to, under these presents, including but not limited to reasonable travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action properly and reasonably taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents. (F) 15.7 All amounts payable pursuant to sub-clause (E) subclauses 15.5 or 15.6 above and/or Clause 16(J) shall be payable by the relevant Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three on the date specified on such demand (being at least five days after the date of such demand and the Trustee so requiresdemand)) carry interest at the rate of one two per cent. per annum above the Base Rate from time to time (on the date on which payment was made by the Trustee) of National Westminster Bank Plc from the date specified in such demand, demand and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from the date 30 days after the date of the same being demanded such thirtieth day or (where the demand specifies that payment be made on an earlier date) from such earlier other date specified in such demand. All unpaid remuneration due and payable to the Trustee shall carry interest at such rate from the due date therefor. (G) 15.8 The Issuer hereby further undertakes to the Trustee that all monies payable by the Issuer to the Trustee under this Clause shall be made without set-off, counterclaim, deduction or withholding unless compelled by law in which event the Issuer will pay such additional amounts as will result in the receipt by the Trustee of the amounts which would otherwise have been payable by the Issuer to the Trustee under this Clause in the absence of any such set-off, counterclaim, deduction or withholding. 15.9 Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause and Clause 16(J) shall continue in full force and effect notwithstanding such discharge. (H) 15.10 The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any Liabilities incurred under these presents have been incurred or to allocate any such Liabilities between the Notes of any Series. (I) The 15.11 Notwithstanding any provision of this Trust Deed to the contrary, the Trustee shall wherever practicable give prior notice to the relevant Issuer not in any event be liable for special, indirect, punitive or consequential loss or damage of any Liabilities properly kind whatsoever (including but not limited to lost profits, goodwill, reputation, business opportunity or anticipated saving), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and reasonably regardless of whether the claim for loss or damage is made in negligence, for breach of contract, breach of trust or otherwise, provided however, that this clause shall not be deemed to be incurred and apply in the event of a determination of fraud, wilful default or payments to be made by gross negligence on the part of the Trustee in the lawful exercise of the powers conferred on it a judgment by these presents so as to afford the relevant Issuer the reasonable opportunity of meeting such Liabilities itself or of itself putting the Trustee in funds to make payment of such Liabilities. Failure, however, by the Trustee to give any such prior notice shall not prejudice its rights to reimbursement of such Liabilities under this Clause 15a court having jurisdiction. (J) In relation to any payment by the Trustee of any Liabilities incurred under these presents, the Trustee will, if so requested by the relevant Issuer, furnish the relevant Issuer with evidence of the date of such payment in the form of a receipted invoice or in such other form as shall be reasonably satisfactory to the Issuer.