Common use of RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR Clause in Contracts

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent and a Registrar hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent Agent, the Registrar or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent or the Registrar, as the case may be, of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent or the Registrar on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal AgentAgent or the Registrar, the Issuer and/or Japan shall consult the Fiscal Agent or the Registrar, and the Fiscal Agent or the Registrar shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal AgentAgent or the Registrar, as the case may be, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent Agent, the Registrar or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent Agent, the Registrar or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent Agent, the Registrar or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent or Registrar (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent Agent, the Registrar or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent Agent, the Registrar or any other Agent resigns its appointment hereunder and no successor Fiscal Agent Agent, Registrar or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent Agent, Registrar or other Agent, the Fiscal Agent or the Registrar, as the case may be, on behalf of the Issuer may appoint a successor Fiscal Agent Agent, Registrar or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent or the Registrar, as the case may be, shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent Agent, the Registrar or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent Agent, the Registrar or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent Agent, the Registrar or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent Agent, successor Registrar (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent and acceptance by such successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent Agent, the Registrar or such other Agent so superseded shall cease to be the Fiscal Agent Agent, the Registrar or such other Agent hereunder. (e) Any successor Fiscal Agent Agent, Registrar or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent Agent, Registrar or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent Agent, Registrar or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative Representative, the Registrar hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative Representative, the Registrar or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative Representative, successor Registrar or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent and a Registrar hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent Agent, the Registrar or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent or the Registrar, as the case may be, of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent or the Registrar on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xxxxx.xxxxx.xxx. Prior to appointing any replacement U.S. Representative of the Fiscal AgentAgent or the Registrar, the Issuer and/or Japan shall consult the Fiscal Agent or the Registrar, and the Fiscal Agent or the Registrar shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal AgentAgent or the Registrar, as the case may be, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent Agent, the Registrar or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent Agent, the Registrar or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent Agent, the Registrar or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent or Registrar (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent Agent, the Registrar or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent Agent, the Registrar or any other Agent resigns its appointment hereunder and no successor Fiscal Agent Agent, Registrar or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent Agent, Registrar or other Agent, the Fiscal Agent or the Registrar, as the case may be, on behalf of the Issuer may appoint a successor Fiscal Agent Agent, Registrar or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent or the Registrar, as the case may be, shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent Agent, the Registrar or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent Agent, the Registrar or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent Agent, the Registrar or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent Agent, successor Registrar (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent and acceptance by such successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent Agent, the Registrar or such other Agent so superseded shall cease to be the Fiscal Agent Agent, the Registrar or such other Agent hereunder. (e) Any successor Fiscal Agent Agent, Registrar or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent Agent, Registrar or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent Agent, Registrar or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xxxxx.xxxxx.xxx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative Representative, the Registrar hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative Representative, the Registrar or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative Representative, successor Registrar or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall will appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent and a Registrar hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New YorkEngland and Wales, in good standing and having an established place of business in the Borough of Manhattan, The City of New YorkLondon, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent Agent, the Registrar or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New YorkLondon, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent or the Registrar, as the case may be, of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent or the Registrar on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent Agent, the Registrar or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent Agent, the Registrar or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent Agent, the Registrar or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent or Registrar (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent Agent, the Registrar or any other Agent resigns its appointment hereunder and no successor Fiscal Agent Agent, Registrar or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent Agent, Registrar or other Agent, the Fiscal Agent or the Registrar, as the case may be, on behalf of the Issuer may appoint a successor Fiscal Agent Agent, Registrar or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent or the Registrar, as the case may be, shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent Agent, the Registrar or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent Agent, the Registrar or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent Agent, the Registrar or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent Agent, successor Registrar (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent and acceptance by such successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent Agent, the Registrar or such other Agent so superseded shall cease to be the Fiscal Agent Agent, the Registrar or such other Agent hereunder. (e) Any successor Fiscal Agent Agent, Registrar or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent Agent, Registrar or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent Agent, Registrar or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative Agent, the Registrar hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative Agent, the Registrar or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative Agent, the Registrar or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative Agent, the Registrar or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative Agent, the Registrar or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative Agent, successor Registrar or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided, if European Council Directive 2003/00.XX or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 is brought into force, the issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) [and in a daily newspaper in the English language of general circulation in London, England (expected to be [name of location outside the Financial Times)United States]], provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear Euroclear, and ClearstreamClearstream Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent ) or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the such Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or such successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or such successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) [and in a daily newspaper in the English language of general circulation in London, England (expected to be [name of location outside the Financial Times)United States]], provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear Euroclear, and ClearstreamClearstream Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is be represented by a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). And so long as the Securities are listed on the Luxembourg Stock Exchange and if the Luxembourg Stock Exchange so requires, there shall be at all times be a paying agent in Luxembourg. (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents agent appointed pursuant to Section 2 hereof or appoint any additional such agents for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City and State of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be servedserved and further provided, that Issuer will maintain an Agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to any EU Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent shall, upon Issuer’s request, cause such notices to be published, on behalf of the Issuer at the Issuer’s cost to publish notices cost, in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion). (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent ) and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (Agent, qualified as aforesaid) or successor of any other Agent , shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, latter of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the such Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent shall, upon Issuer’s request, cause such notices to be published, on behalf of the Issuer at the Issuer’s cost to publish notices cost, in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx). (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such AgentRepresentative, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other AgentRepresentative, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent and a Registrar hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent Agent, the Registrar or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent or the Registrar, as the case may be, of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent or the Registrar on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal AgentAgent or the Registrar, the Issuer and/or Japan shall consult the Fiscal Agent or the Registrar and the Fiscal Agent or the Registrar shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal AgentAgent or the Registrar, as the case may be, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent Agent, the Registrar or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent Agent, the Registrar or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent Agent, the Registrar or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent or Registrar (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent Agent, the Registrar or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent Agent, the Registrar or any other Agent resigns its appointment hereunder and no successor Fiscal Agent Agent, Registrar or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent Agent, Registrar or other Agent, the Fiscal Agent or the Registrar, as the case may be, on behalf of the Issuer may appoint a successor Fiscal Agent Agent, Registrar or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent or the Registrar, as the case may be, shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent Agent, the Registrar or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent Agent, the Registrar or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent Agent, the Registrar or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent Agent, successor Registrar (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent and acceptance by such successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent Agent, the Registrar or such other Agent so superseded shall cease to be the Fiscal Agent Agent, the Registrar or such other Agent hereunder. (e) Any successor Fiscal Agent Agent, Registrar or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent Agent, Registrar or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent Agent, Registrar or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative Representative, the Registrar hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative Representative, the Registrar or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative Representative, successor Registrar or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). And so long as the Securities are listed on the Luxembourg Stock Exchange and if the Luxembourg Stock Exchange so requires, there shall at all times be a paying agent and a transfer agent in Luxembourg. (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided, if European Council Directive 2003/40.XX or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 is brought into force, the issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion). (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent ) or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the such Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or such successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or such successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx). (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent and a Registrar hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New YorkEngland and Wales, in good standing and having an established place of business in the Borough of Manhattan, The City of New YorkLondon, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent Agent, the Registrar or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New YorkLondon, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent or the Registrar, as the case may be, of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent or the Registrar on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent Agent, the Registrar or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent Agent, the Registrar or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent Agent, the Registrar or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent or Registrar (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent Registrar or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent Agent, the Registrar or any other Agent resigns its appointment hereunder and no successor Fiscal Agent Agent, Registrar or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent Agent, Registrar or other Agent, the Fiscal Agent or the Registrar, as the case may be, on behalf of the Issuer may appoint a successor Fiscal Agent Agent, Registrar or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent or the Registrar, as the case may be, shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent Agent, the Registrar or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent Agent, the Registrar or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent Agent, the Registrar or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent Agent, successor Registrar (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent and acceptance by such successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent Agent, the Registrar or such other Agent so superseded shall cease to be the Fiscal Agent Agent, the Registrar or such other Agent hereunder. (e) Any successor Fiscal Agent Agent, Registrar or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent Agent, Registrar or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent Agent, Registrar or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative Agent, the Registrar hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative Agent, the Registrar or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative Agent, the Registrar or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative Agent, the Registrar or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative Agent, the Registrar or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative Agent, successor Registrar or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “"Agency Maintenance Termination Date”"). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided, if European Council Directive 2003/48.EC or any other Directive implemexxxxx the conclusions of the ECOFIN Council meeting of November 26-27, 2000 is brought into force, the issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to such Directive. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) [and in a daily newspaper in the English language of general circulation in London, England (expected to be [name of location outside the Financial Times)United States]], provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear Euroclear, and ClearstreamClearstream Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent ) or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the such Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or such successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or such successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) [and in a daily newspaper in the English language of general circulation in London, England (expected to be [name of location outside the Financial Times)United States]], provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear Euroclear, and ClearstreamClearstream Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall will appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayedwithheld), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event that the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other AgentAgent within 60 days after the giving of written notice of such resignation to the Issuer and to Japan as provided above, the Fiscal Agent on behalf of the Issuer and Japan may appoint a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof) or other Agent, Agent which appointment shall be deemed to be an appointment by the Issuer and Japan under this Section 8 and the Fiscal Agent shall promptly notify the Issuer and Japan in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.Title

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/00.XX or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but but, for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at in their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent Agent, or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent Agent, or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent and a Registrar hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent Agent, the Registrar or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent or the Registrar, as the case may be, of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent or the Registrar on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal AgentAgent or the Registrar, the Issuer and/or Japan shall consult the Fiscal Agent or the Registrar, and the Fiscal Agent or the Registrar shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal AgentAgent or the Registrar, as the case may be, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent Agent, the Registrar or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent Agent, the Registrar or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent Agent, the Registrar or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent or Registrar (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent Agent, the Registrar or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent Agent, the Registrar or any other Agent resigns its appointment hereunder and no successor Fiscal Agent Agent, Registrar or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent Agent, Registrar or other Agent, the Fiscal Agent or the Registrar, as the case may be, on behalf of the Issuer may appoint a successor Fiscal Agent Agent, Registrar or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent or the Registrar, as the case may be, shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent Agent, the Registrar or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent Agent, the Registrar or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent Agent, the Registrar or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent Agent, successor Registrar (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent and acceptance by such successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent Agent, the Registrar or such other Agent so superseded shall cease to be the Fiscal Agent Agent, the Registrar or such other Agent hereunder. (e) Any successor Fiscal Agent Agent, Registrar or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent Agent, Registrar or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent Agent, Registrar or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xxxxxx://xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative Representative, the Registrar hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative Representative, the Registrar or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative Representative, the Registrar or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative Representative, successor Registrar or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, Agent which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). And so long as the Securities are listed on the Luxembourg Stock Exchange and if the Luxembourg Stock Exchange so requires, there shall at all times be a paying agent and a transfer agent in Luxembourg. (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided, if European Council Directive 2003/40.XX or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 is brought into force, the issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to such Directive. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretionD’Wort). (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent, the U.S. Representative of the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan (and, in the case of the U.S. Representative of the Fiscal Agent, the Fiscal Agent) in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent, the U.S. Representative of the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of, in the case of the Fiscal Agent or any other Agent (but not the U.S. Representative of the Fiscal Agent only), Issuer and Japan or, in the case of the U.S. Representative of the Fiscal Agent only, the Fiscal Agent alone, and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent, the U.S. Representative of the Fiscal Agent or any other Agent shall take effect upon the appointment by Issuer and Japan or, in the case of the U.S. Representative of the Fiscal Agent only, by the Fiscal Agent with the approval of Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent, the U.S. Representative of the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent, the U.S. Representative of the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent, the U.S. Representative of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) ), successor U.S. Representative of the Fiscal Agent or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent, successor U.S. Representative of the Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent, successor U.S. Representative of the Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent, successor U.S. Representative of the Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent, the U.S. Representative of the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent, the U.S. Representative of the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent, successor U.S. Representative of the Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan and, in the case of a successor U.S. Representative of the Fiscal Agent, the Fiscal Agent, an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent, successor U.S. Representative of the Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent, U.S. Representative of the Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent, successor U.S. Representative of the Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent, U.S. Representative of the Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent, successor U.S. Representative of the Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xxD’Wort). (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative Agent of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). And so long as the Securities are listed on the Luxembourg Stock Exchange and if the Luxembourg Stock Exchange so requires, there shall at all times be a paying agent and a transfer agent in Luxembourg. (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided, if European Council Directive 2003/00.XX or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 is brought into force, Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to such Directive. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xxD’Wort). Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but but, for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at in their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent Agent, or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent Agent, or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xxD’Wort). (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (ba) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (cb) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (dc) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (ed) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (fe) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agreePortugal agrees, for the benefit of the holders from time to time of the SecuritiesSecurities of a Series, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City and State of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities of the Series authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies moneys sufficient to pay the principal of thereof and any premium and interest on the Securities due thereon shall have been made available for payment to the Fiscal Agent and either paid to the persons entitled thereto or returned to the Issuer or Japan Portugal as provided herein and in the such Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan Portugal may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents agent appointed pursuant to Section 2 hereof or appoint any additional such agents for any or all of the purposes stated hereintherein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan Portugal will at all times maintain in the City and State of New York, an office or agency in the Borough of Manhattan, The City of New York, where Securities of a Series may be presented or surrendered for payment and where Securities may be surrendered for payment, registration, registration of transfer or exchange, as provided in the such Securities, and where notices and demands to or upon the Issuer and Japan Portugal in respect of such Securities and coupons and this Agreement may be served. The Issuer and Japan Portugal will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The the City and State of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)and, provided that for so long if and as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange (and the rules of the Luxembourg such Stock Exchange so require), the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading daily newspaper having a of general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretionLuxembourg. (c) Subject to the provisions of this subsection (c), (i) the The Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed notice to the Issuer and to Japan in accordance with Section 15 hereof, Portugal of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such date shall not be less than 60 days after the Issuer and Japan shall agree date on which such notice is given unless Portugal agrees to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the accept less notice. The Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Issuer and Japan Portugal and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the prompt appointment by the Issuer and JapanPortugal, by an instrument in writingas hereinafter provided, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the The Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed of good standing on behalf of Portugal if Portugal has not done so by 10 days prior to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing effective date of such appointmentresignation. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by Portugal of the Issuer of its compensation for the services theretofore rendered hereunder agreed to under Section 7(a) hereof for, and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunderservices rendered hereunder by the Fiscal Agent. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed appointed, or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (Agent, qualified as aforesaid) or successor of any other Agent , shall be appointed by the Issuer and Japan, Portugal by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, latter of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the such Fiscal Agent or such other hereunder. The Fiscal Agent hereundermay appoint a successor Fiscal Agent of good standing on behalf of Portugal if Portugal has not done so within 30 days. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan Portugal an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor predecessor, with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its compensation, expenses, charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all moniesmoneys, securities or and other property on deposit with or held by such predecessor, as Fiscal Agent or any hereunder. Portugal will give prompt written notice to each other Agent hereunder, as the case may be. The Issuer and Japan shall give notice agency named pursuant to Section 2 hereof of the appointment of a successor Fiscal Agent or successor of any other Agent and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The the City and State of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)and, provided that for so long if and as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange (and the rules of the Luxembourg such Stock Exchange so require), the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading daily newspaper having a of general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xxLuxembourg. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, converted or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. (g) Portugal may appoint a separate fiscal agent for the Securities of any Series in addition to or in lieu of the Fiscal Agent or any other fiscal agent which is acting as such agent for the Securities of other Series. Any such separate fiscal agent shall be a bank or trust company organized and doing business under the laws of the United States of America or of a state thereof, in good standing and authorized under such laws to exercise corporate trust powers. Any separate fiscal agent shall enter into an agreement with Portugal under which such fiscal agent shall agree to act on substantially the terms applicable to the Fiscal Agent hereunder.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be [name of location outside the Financial Times)U.S.], provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be [name of location outside the Financial Times)U.S.], provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided, if European Council Directive 2003/00.XX or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 is brought into force, the issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to such Directive. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) [and in a daily newspaper in the English language of general circulation in London, England (expected to be [name of location outside the Financial Times)United States]], provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear Euroclear, and ClearstreamClearstream Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent ) or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the such Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or such successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or such successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) [and in a daily newspaper in the English language of general circulation in London, England (expected to be [name of location outside the Financial Times)United States]], provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear Euroclear, and ClearstreamClearstream Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). And so long as the Securities are listed on the Luxembourg Stock Exchange and if the Luxembourg Stock Exchange so requires, there shall at all times be a paying agent and a transfer agent in Luxembourg. (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents appointed pursuant to Section 2 hereof or appoint any additional such agents for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided, that, if there is one or more of such EU member states, Issuer will maintain an Agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to any EU Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 (including, but not limited to, the European Union Directive on the taxation of savings which was approved by the ECOFIN Council on June 3, 2003). The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion). (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent Agents may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent Agents hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent Agents shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent ) or successor of any other Agent Agents and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent other Agents shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent Agents shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent Agents or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent Agents shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may beAgents. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent Agents and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, latter of such appointment, the Fiscal Agent or such other Agent Agents so superseded shall cease to be the such Fiscal Agent or such other Agent Agents hereunder. (e) Any successor Fiscal Agent or successor of any other Agent Agents appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or such successor of any other AgentAgents, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, Agents hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or such successor of any other Agent Agents shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent Agents hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent Agents to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx). (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent Agents may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent Agents may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent Agents shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent Agents shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agentother Agents, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other AgentAgents, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New YorkLuxembourg, in good standing and having an established place of business in the Borough of Manhattan, The City of New YorkLuxembourg, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New YorkLuxembourg, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York London, England (expected to be The Wall Street Journalthe Financial Times) and in a daily newspaper in the English language of general circulation in London, England Canada (expected to be the Financial TimesThe Globe and Mail), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Clearstream for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent ) or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York London, England (expected to be the Wall Street JournalFinancial Times) and in a daily newspaper in the English language of general circulation in London, England Canada (expected to be the Financial TimesThe Globe and Mail), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative or agent which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative Agent of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative Agent of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative Agent of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative Agent of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative Agent hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative Agent or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative Agent or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative Agent or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative Agent or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative Agent or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent and a Registrar hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New YorkEngland and Wales, in good standing and having an established place of business in the Borough of Manhattan, The City of New YorkLondon, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent Agent, the Registrar or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New YorkLondon, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served. The Issuer and Japan will give prompt written notice to the Fiscal Agent or the Registrar, as the case may be, of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent or the Registrar on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretionxxx.xxxxx.xxx. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent Agent, the Registrar or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent Agent, the Registrar or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent Agent, the Registrar or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent or Registrar (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent Agent, the Registrar or any other Agent resigns its appointment hereunder and no successor Fiscal Agent Agent, Registrar or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent Agent, Registrar or other Agent, the Fiscal Agent or the Registrar, as the case may be, on behalf of the Issuer may appoint a successor Fiscal Agent Agent, Registrar or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent or the Registrar, as the case may be, shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent Agent, the Registrar or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent Agent, the Registrar or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent Agent, the Registrar or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent Agent, successor Registrar (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent and acceptance by such successor Fiscal Agent Agent, successor Registrar or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent Agent, the Registrar or such other Agent so superseded shall cease to be the Fiscal Agent Agent, the Registrar or such other Agent hereunder. (e) Any successor Fiscal Agent Agent, Registrar or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent Agent, Registrar or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent Agent, successor Registrar or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent Agent, Registrar or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent Agent, successor Registrar or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xxxxx.xxxxx.xxx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative Agent, the Registrar hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative Agent, the Registrar or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative Agent, the Registrar or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative Agent, the Registrar or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative Agent, the Registrar or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative Agent, successor Registrar or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall will appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, Agent which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is be represented by a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “"Agency Maintenance Termination Date”"). And so long as the Securities are listed on the Luxembourg Stock Exchange and if the Luxembourg Stock Exchange so requires, there shall be at all times be a paying agent in Luxembourg. (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents agent appointed pursuant to Section 2 hereof or appoint any additional such agents for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City and State of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided, that Issuer will maintain an Agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to any EU Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s 's cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion). (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent ) and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (Agent, qualified as aforesaid) or successor of any other Agent , shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, latter of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the such Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s 's cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx). (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such AgentRepresentative, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other AgentRepresentative, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The the City of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). And so long as the Securities are listed on the Luxembourg Stock Exchange and if the Luxembourg Stock Exchange so requires, there shall at all times be a paying agent and a transfer agent in Luxembourg. (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The the City of New York, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided, if European Council Directive 2003/00.XX or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 is brought into force, Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The the City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion). (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed)resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent ) or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any such other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the such Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or such successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other AgentAgent hereunder, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or such successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The the City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times)England, provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, and for so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx). (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agreePortugal agrees, for the benefit of the holders from time to time of the SecuritiesSecurities of a Series, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in the Borough of Manhattan, The City and State of New York, and authorized under such laws to exercise corporate trust powers, until all the Securities of the Series authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies moneys sufficient to pay the principal of thereof and any premium and interest on the Securities due thereon shall have been made available for payment to the Fiscal Agent and either paid to the persons entitled thereto or returned to the Issuer or Japan Portugal as provided herein and in the such Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan Portugal may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents agent appointed pursuant to Section 2 hereof or appoint any additional such agents for any or all of the purposes stated hereintherein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan Portugal will at all times maintain in the City and State of New York, an office or agency in the Borough of Manhattan, The City of New York, where Securities of a Series may be presented or surrendered for payment and where Securities may be surrendered for payment, registration, registration of transfer or exchange, as provided in the such Securities, and where notices and demands to or upon the Issuer and Japan Portugal in respect of such Securities and coupons and this Agreement may be served. The Issuer and Japan Portugal will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The the City and State of New York (expected to be The Wall Street Journal) and York; in a daily newspaper in the English language London or, if not practicable, of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held Europe; in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear Hong Kong and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretionSingapore. (c) Subject to the provisions of this subsection (c), (i) the The Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed notice to the Issuer and to Japan in accordance with Section 15 hereof, Portugal of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such date shall not be less than three months after the Issuer and Japan shall agree date on which such notice is given unless Portugal agrees to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the accept less notice. The Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Issuer and Japan Portugal and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and JapanPortugal, by an instrument in writingas hereinafter provided, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the The Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed of good standing on behalf of Portugal if Portugal has not done so by 10 days prior to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing effective date of such appointmentresignation. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by Portugal of the Issuer of its compensation for the services theretofore rendered hereunder agreed to under Section 7(a) hereof for, and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with with, the performance of its duties hereunderservices rendered hereunder by the Fiscal Agent. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed appointed, or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (Agent, qualified as aforesaid) or successor of any other Agent , shall be appointed by the Issuer and Japan, Portugal by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, latter of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the such Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan Portugal an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor predecessor, with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all moniesmoneys, securities or and other property on deposit with or held by such predecessor, as Fiscal Agent or any hereunder. Portugal will give prompt written notice to each other Agent hereunder, as the case may be. The Issuer and Japan shall give notice agency named pursuant to Section 2 hereof of the appointment of a successor Fiscal Agent or successor of any other Agent and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The the City and State of New York (expected to be the Wall Street Journal) and York; in a daily newspaper in the English language London or, if not practicable, of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held Europe; in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear Hong Kong and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xxSingapore. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, converted or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. (g) Portugal may appoint a separate fiscal agent for the Securities of any Series in addition to or in lieu of the Fiscal Agent or any other fiscal agent which is acting as such agent for the Securities of other Series. Any such separate fiscal agent shall be a bank or trust company organized and doing business under the laws of the United States of America or of a state thereof, in good standing and authorized under such laws to exercise corporate trust powers. Any separate fiscal agent shall enter into an agreement with Portugal under which such fiscal agent shall agree to act on substantially the terms applicable to the Fiscal Agent hereunder.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree, for the benefit of the holders from time to time of the Securities, that there shall at all times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or trust company organized and doing business under the laws of the United States of America or the State of New YorkKingdom, in good standing and having an established place of business in the Borough of Manhattan, The City of New YorkLondon, and authorized under such laws to exercise corporate trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to pay the principal of and interest on the Securities shall have been made available for payment and either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date being herein referred to as the “Agency Maintenance Termination Date”). (b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein; provided, however, that until the Agency Maintenance Termination Date, the Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The City of New YorkLondon, where Securities may be surrendered for payment and where Securities may be surrendered for registration of transfer or exchange, as provided in the Securities, and where notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may be served, and further provided that the Issuer will ensure that it maintains a paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the Fiscal Agent of the appointment or termination of any such agent and of the location and any change in the location of any such office or agency and shall give notice thereof to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be The Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. Prior to appointing any replacement U.S. Representative of the Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall recommend to the Issuer and Japan one or more financial institutions for the role of U.S. Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion. (c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in accordance with Section 15 hereof, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that the Issuer and Japan shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section 8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within 60 days after such resignation in place of the resigning Fiscal Agent or other Agent, the Fiscal Agent on behalf of the Issuer may appoint a successor Fiscal Agent or other Agent, which appointment shall be deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable out-of-pocket expenses theretofore incurred in connection with the performance of its duties hereunder. (d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any similar legislation, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed or if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other Agent hereunder. (e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any other Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder, and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or successor of any other Agent shall be entitled to receive, all monies, securities or other property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent or successor of any other Agent to holders of Securities by prompt publication at least once in a daily newspaper in the English language of general circulation in The City of New York (expected to be the Wall Street Journal) and in a daily newspaper in the English language of general circulation in London, England (expected to be the Financial Times), provided that for so long as the Securities are held in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream, for communication by them to their respective participants in substitution for publication in any such newspaper. In addition, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer shall cause the Fiscal Agent on behalf of the Issuer at the Issuer’s cost to publish notices in a leading newspaper having a general circulation in Luxembourg (which is expected to be Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx. (f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S. Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or substantially all of the corporate trust assets and business of the Fiscal Agent or its U.S. Representative or such Agent, as the case may be, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.