Common use of TERMINATION OF APPOINTMENT Clause in Contracts

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 (a) The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent and the Agent at least 45 90 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: , (ai) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and Notes and (bii) notice shall be given in accordance with the Conditions Condition 16 to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 (b) Notwithstanding the provisions of subclause 6.1Subclause 6(a) above, if at any time: time (ai) the Calculation Agent becomes incapable of actingaction, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any a substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature become due or suspends payment of its debts, thereof or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or liquidation or (bii) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with Condition 16 of the Conditions Relevant Notes as soon as practicablepracticable thereafter. 6.3 (c) The termination of the appointment pursuant to Subclause 6(a) or 6(b) above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall will be without prejudice to any amount then accrued and due. 6.4 (d) The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer and the Agent at least 90 days' ’ prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with Condition 16 of the ConditionsRelevant Notes. 6.5 (e) Notwithstanding the provisions of subclauses 6.1Subclauses 6(a), 6.2 6(b) and 6.46(d) above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4Clause 6(d), the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing an investment bank which the Issuer shall approveapprove (such approval not to be unnecessarily withheld). 6.6 Upon its appointment becoming effective, a (f) Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor and the Issuer an instrument accepting appointment hereunder, and thereupon such successor Calculation Agent, without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 (g) If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 (h) Any corporation into which the Calculation Agent for the time being may be merged or converted, converted or any corporation with which the Calculation Agent may be consolidated, consolidated or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporationhereto. Written notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer and the Agent by the Calculation Agent. (i) Upon the termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a further bank or investment bank as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 and, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately as soon as reasonably practicable be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer Issuer, with the prior written approval of the Trustee, may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer and the Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent approved in writing by the Trustee has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation AgentAgent approved in writing by the Trustee, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the Trustee and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may and the Guarantors may, with the prior written approval of the Bond Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes Covered Bonds is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant NotesCovered Bonds; and (b) notice shall be given in accordance with the Terms and Conditions to the holders of the Relevant Notes Covered Bonds at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause Clause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Terms and Conditions and this Agreement, the Issuer Issuer, with the prior written approval of the Bond Trustee, may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes Covered Bonds in accordance with the Terms and Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses Clause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer, the Guarantors and the Bond Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes Covered Bonds in accordance with the Terms and Conditions. 6.5 Notwithstanding the provisions of subclauses Clauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes Covered Bonds is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer, any of the Guarantors or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Successor Calculation Agent approved in writing by the Bond Trustee has been appointed. The Issuer agrees and the Guarantors agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause Clause 6.4, the Issuer has and the Guarantors have not appointed a replacement Calculation AgentAgent approved in writing by the Bond Trustee, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantors, to appoint as a successor Successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer Issuer, the Guarantors and the Bond Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantors or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Successor Calculation Agent any records concerning the Relevant Notes Covered Bonds maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer and the Guarantors, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor Successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the Guarantors, the Bond Trustee, the Principal Paying Agent and the Agent Rating Agencies by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may and the Guarantor may, with the prior written approval of the Trustee (such approval not to be unreasonably withheld), terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer and the Guarantor, with the prior written approval of the Trustee (such approval not to be unreasonably withheld), may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer, the Guarantor and the Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer, the Guarantor or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent approved in writing by the Trustee has been appointed. The Issuer and the Guarantor agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has and the Guarantor have not appointed a replacement Calculation AgentAgent approved in writing by the Trustee, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer Issuer, the Guarantor and the Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer and the Guarantor, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the Guarantor, the Trustee and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.15.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 5.1 or 6.2 5.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.15.1, 6.2 5.2 and 6.45.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.45.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 7.1 The Issuer may and the CBC may, each with the prior written approval of the Security Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 calendar days' prior written notice to that effect, provided that, so long as any of the Relevant Notes Covered Bonds is outstanding: (a) the : such notice shall not expire less than 45 calendar days before any date on which any calculation or payment is due to be made in respect of any Relevant NotesCovered Bonds; and (b) and notice shall be given in accordance with the Conditions to the holders of the Relevant Notes Covered Bonds at least 30 days before any removal of the Calculation Agent. 6.2 7.2 Notwithstanding the provisions of subclause 6.1Clause 7.1 above, if at any time: (a) : the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) or the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer or the CBC, each with the prior written approval of the Security Trustee, may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes Covered Bonds in accordance with the Conditions as soon as practicable. 6.3 7.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 Clause 7.1 or 6.2 7.2 above shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 7.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer, the CBC and the Security Trustee at least 90 calendar days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes Covered Bonds in accordance with the Conditions. 6.5 7.5 Notwithstanding the provisions of subclauses 6.1Clauses 7.1, 6.2 7.2 and 6.47.4 above, so long as any of the Relevant Notes Covered Bonds is outstanding, the termination of the appointment of the Calculation Agent calculation agent (whether by the Issuer Issuer, the CBC or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent calculation agent approved in writing by the Security Trustee has been appointed. The Issuer agrees and the CBC agree with the Calculation Agent that if, by the day falling 10 calendar days before the expiry of any notice under subclause 6.4Clause 7.4 above, the Issuer has and the CBC have not appointed a replacement Calculation AgentAgent approved in writing by the Security Trustee, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer and the CBC, to appoint as a successor Calculation Agent calculation agent in its place a reputable financial institution of good standing which the Issuer Issuer, the CBC and the Security Trustee shall approve. 6.6 7.6 Upon its appointment becoming effective, a successor Calculation Agent calculation agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 7.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the CBC or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent calculation agent any records concerning the Relevant Notes Covered Bonds maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 7.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer and the CBC, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the CBC, the Security Trustee and the Principal Paying Agent by the Calculation Agent. 7.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable efforts to appoint a reputable financial institution of good standing as successor Calculation Agent, provided the Security Trustee approves in writing thereto.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.15.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 5.1 or 6.2 5.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.15.1, 6.2 5.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer and the Guarantor may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, that so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause Clause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer and the Guarantor may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 Clauses 6.3 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 45 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer and the Guarantor shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses Clauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer and the Guarantor or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees and the Guarantor agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause Clause 6.4, the Issuer has and the Guarantor have not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, may on behalf of the IssuerIssuer and the Guarantor, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approveapprove or may apply to a court of competent jurisdiction for the appointment of a successor Calculation Agent or for other appropriate relief. The costs and expenses (including its attorneys' fees and expenses) incurred by the Calculation Agent in connection with such proceeding shall be paid by the Issuer and the Guarantor. Upon its resignation, the Calculation Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer and the Guarantor, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Guarantor and the Fiscal Agent (as defined in the Conditions) by the Calculation Agent. 6.9 The Calculation Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Calculation Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes Covered Bonds is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant NotesCovered Bonds; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes Covered Bonds at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1Clause 6.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes Covered Bonds in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to Clause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, Agent the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes Covered Bonds in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1Clauses 6.2, 6.2 and 6.46.4 above, so long as any of the Relevant Notes Covered Bonds is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause Clause 6.2 or 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes Covered Bonds maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer and the Agent by Fiscal Agent. 6.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a further bank or investment bank as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer and the Guarantor may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 (2) Notwithstanding the provisions of subclause 6.1sub-clause (1) above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer and the Guarantor may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 (3) The termination of the appointment pursuant to sub-clause (1) or (2) above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 (4) The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer and the Guarantor at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer or the Guarantor shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the Conditions. 6.5 (5) Notwithstanding the provisions of subclauses 6.1sub-clauses (1), 6.2 (2) and 6.4(4) above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer, the Guarantor or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the . (6) Any successor Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4appointed hereunder shall execute and deliver to its predecessor, the Issuer has not appointed and the Guarantor an instrument accepting such appointment hereunder, and thereupon such a replacement successor Calculation Agent, the Calculation Agent without further act, deed or conveyance, shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 (7) If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer and the Guarantor or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those and copies of such documents and records which as it is obliged by law or regulation to retain or but except such documents it is required by law not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 (8) Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the IssuerIssuer and the Guarantor, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer, the Guarantor and the Agent. (9) Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer and the Agent by the Guarantor shall use all reasonable endeavours to appoint a further financial institution of good standing as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Condition 14 to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.16.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer may immediately may, with the prior written approval of the Trustee, forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions Condition 14 as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer and the Trustee at least 90 45 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the ConditionsCondition 14. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is are outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent approved in writing by the Trustee has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause 6.46.1 or 6.4 above, the Issuer has not appointed a replacement Calculation AgentAgent approved in writing by the Trustee, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer Issuer, the Trustee and the Agent by Principal Paying Agent. 6.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a reputable financial institution of good standing and approved in writing by the Trustee as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer with prior written approval of the Trustee may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 (2) Notwithstanding the provisions of subclause 6.1(1) above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer with prior written approval of the Trustee may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 (3) The termination of the appointment pursuant to subclause (1) or (2) above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 (4) The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer and the Trustee at least 90 days' ’ prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the Conditions. 6.5 (5) Notwithstanding the provisions of subclauses 6.1(1), 6.2 (2) and 6.4(4) above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) approved in writing by the Trustee shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.46(1) or 6(4), the Issuer has not appointed a replacement Calculation AgentAgent approved in writing by the Trustee, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve. 6.6 (6) Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 (7) If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 (8) Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, Issuer and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer Issuer, the Trustee and the Agent by Agent. (9) Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a further bank or investment bank as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 24.1 The Issuer Trustees may terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 90 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is Trust Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect Periodic Distribution Date or the relevant Maturity Date of any Relevant Notessuch Trust Certificates; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes Certificateholders under Condition 17 (Notices) at least 30 days before any the removal or appointment of an Agent (other than the Calculation Agent). 6.2 24.2 Notwithstanding the provisions of subclause 6.1Clause 24.1, if at any time: (a) the Calculation an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) in the case of the Calculation Agent Agent, it fails duly to perform any function determine the Periodic Distribution Amounts or duty imposed on it by Return Accumulation Periods as provided in the Conditions and this Agreement, the Issuer relevant Trustee may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given (save with respect to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent) notice shall be given to the Certificateholders under Condition 17 (Notices) as soon as is practicable. 24.3 The termination of the appointment of an Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 24.4 All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer Trustees and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effecteffect provided that, in the case of a Paying Agent, so long as any of the Trust Certificates is outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Date. Following receipt of a notice of resignation from an Agent (other than the Calculation Agent), the Issuer relevant Trustee shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the such resignation to the holders of Certificateholders under Condition 17 (Notices). If the Relevant Notes Principal Paying Agent shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Conditionsrelevant Trustee and IsDB shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the relevant Trustee and the IsDB fail to appoint a successor within such period, the Principal Paying Agent may select a leading bank to act as Principal Paying Agent hereunder and the relevant Trustee and the IsDB shall appoint that bank as the successor Principal Paying Agent. 6.5 24.5 Notwithstanding the provisions of subclauses 6.1Clauses 24.1, 6.2 24.2 and 6.424.4, so long as any Trust Certificates are outstanding, each of the Relevant Notes is outstanding, Trustees and the termination of IsDB reserves the right at any time to vary or terminate the appointment of any Agent and to appoint additional or other Agents provided that: (a) it will at all times maintain a Principal Paying Agent; (b) (in respect of any Trust Certificates admitted to listing, and/or quotation on any Stock Exchange, and if the Calculation rules of such Stock Exchange so require) it will at all times maintain a Paying Agent, Transfer Agent (whether by and/or Replacement Agent having its specified office in the Issuer or by the resignation jurisdiction of the Stock Exchange; (c) it will at all times maintain a Registrar; and (d) it will at all times maintain a Calculation Agent) . 24.6 Any successor Agent shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4execute and deliver to its predecessor, the Issuer has not appointed a replacement Calculation Trustees, the IsDB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementan Agent. 6.7 24.7 If the appointment of an Agent (other than the Calculation Agent Agent) under this Agreement is terminated (whether by the Issuer Trustees and the IsDB or by the resignation of the Calculation relevant Agent), the Calculation such Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the successor Calculation Agent any Principal Paying Agent) all Trust Certificates surrendered to it but not yet destroyed and all records concerning the Relevant Notes each Series of Trust Certificates maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), pay to its successor Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of any Trust Certificates which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 24.8 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) or the Registrar shall change its Specified Office, it shall give to the Trustees, the IsDB, the Delegate and the Agents not less than 25 days' prior written notice (in accordance with Clause 24.1) to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event at least 20 days before the change, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the relevant Trustee notice of the change and the address of the new Specified Office under Condition 17 (Notices). The initial Agents and their Initial Specified Offices are set out in Schedule 1 (The Specified Offices of the Agents). 24.9 A corporation into which any Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw and provided that the credit rating of the entity is satisfactory to the Trustees, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer and Trustees, the Agent by IsDB, the Calculation Delegate and, where appropriate, the Principal Paying Agent.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer [and the Guarantor] may terminate the appointment of the [Alternative Currency] Calculation Agent at any time by giving to the [Alternative Currency] Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the [Alternative Currency] Calculation Agent. 6.2 (2) Notwithstanding the provisions of subclause 6.1(1), if at any time: (a) the [Alternative Currency] Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the [Alternative Currency] Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the [Alternative Currency] Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the [Alternative Currency] Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 (3) The termination of the appointment of the [Alternative Currency] Calculation Agent under subclauses 6.1 subclause (1) or 6.2 (2) shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 (4) The [Alternative Currency] Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer [and the Guarantor] at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the [Alternative Currency] Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 (5) Notwithstanding the provisions of subclauses 6.1(1), 6.2 (2) and 6.4(4), so long as any of the Relevant Notes is outstanding, the termination of the appointment of the [Alternative Currency] Calculation Agent (whether by the Issuer [,the Guarantor], or by the resignation of the [Alternative Currency] Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor [Alternative Currency] Calculation Agent has been appointed. The Issuer agrees [and the Guarantor] agree[s] with the [Alternative Currency] Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4(4), the Issuer has [and the Guarantor] [have/has] not appointed a replacement [Alternative Currency] Calculation Agent, the [Alternative Currency] Calculation Agent shall be entitled, on behalf of the IssuerIssuer [and the Guarantor], to appoint as a successor [Alternative Currency] Calculation Agent in its place a reputable and experienced financial institution of good standing which the Issuer [and the Guarantor] shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 (6) Upon its appointment becoming effective, a successor [Alternative Currency] Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the [Alternative Currency] Calculation Agent under this Agreement. 6.7 (7) If the appointment of the [Alternative Currency] Calculation Agent under this Agreement is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the [Alternative Currency] Calculation Agent), the [Alternative Currency] Calculation Agent shall on the date on which the termination takes effect deliver to the successor [Alternative Currency] Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 (8) Any corporation into which the [Alternative Currency] Calculation Agent may be merged or converted, or any corporation with which the [Alternative Currency] Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the [Alternative Currency] Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, party on the date when the merger, merger or consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor [Alternative Currency] Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer [and the Guarantor], and after the said effective date all references in this Agreement to the [Alternative Currency] Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer Issuer[, the Guarantor] and the Principal Paying Agent by the [Alternative Currency] Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes or Relevant Covered Bonds is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant NotesNotes or Relevant Covered Bonds; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes and Relevant Covered Bonds at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes and the Relevant Covered Bonds, in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes and the Relevant Covered Bonds, in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes or the Relevant Covered Bonds is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes or the Relevant Covered Bonds maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer [or the Guarantor] may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer [,/and the Guarantor,] may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer [and the Guarantor] at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer [and the Guarantor] agrees with the Calculation Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause 6.4, the Issuer [and the Guarantor] [has/have] has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer [and the Guarantor], to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer [and the Guarantor] shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer [and the Guarantor], and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer [and the Guarantor] and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Master Issuer may may, with the prior written approval of the Note Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 60 days' prior written notice to that effect, provided that, so long as any of the Relevant Issuer Notes is outstanding: (a) the notice shall not expire less than 45 days before any the date on which any calculation is due to be made in respect of any Relevant Issuer Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Issuer Notes at least 30 45 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged adjusted bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment payments of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed appoint or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer Master Issuer, with the prior written approval of the Note Trustee, may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Issuer Notes in accordance with the Issuer Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Master Issuer and the Note Trustee at least 90 days' days prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Master Issuer shall promptly give notice of the resignation to the holders of the Relevant Issuer Notes in accordance with the Issuer Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Issuer Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Master Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent approved in writing by the Note Trustee has been appointed. The Master Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Master Issuer has not appointed a replacement Calculation AgentAgent approved in writing by the Note Trustee, the Calculation Agent shall be entitled, on behalf of the Issuer, Master Issuer to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Master Issuer and the Note Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Master Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Issuer Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become becomes the successor Calculation Agent under this Agreement without the execution or filing fling of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, Master Issuer and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Master Issuer, the Note Trustee, the Principal Paying Agent and the Agent Rating Agencies by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 13.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 60 days' ’ prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes is outstanding: (a) in the case of the Principal Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) notice shall be given in accordance with under Condition 13 (Notices) of the Conditions to the holders of the Relevant Notes at least 30 days before any the removal or appointment of the Calculation Principal Paying Agent. 6.2 13.2 Notwithstanding the provisions of subclause 6.1sub-clause 13.1, if at any time: (a) the Calculation time an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The 13.3 On the termination of the appointment of the Calculation an Agent under subclauses 6.1 or 6.2 the provisions of this clause 13 becoming effective, the relevant Agent shall be entitled to the payment of its fees and the reimbursement of the out-of-pocket expenses properly incurred in connection therewith in accordance with clause 10.1, in each case, for the services rendered up to the date of termination but shall not entitle the Calculation Agent be entitled to any amount other monies by way of compensation but shall be without prejudice to any amount then accrued duecompensation. 6.4 The Calculation Agent 13.4 All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 90 60 days' ’ prior written notice to that effecteffect provided that, in the case of the Principal Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from the Calculation Principal Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the such resignation to the holders Noteholders under Condition 13 (Notices) of the Relevant Notes Conditions. If the Principal Paying Agent shall resign or be removed pursuant to sub- clause 13.1 or in accordance with this sub-clause 13.4, the ConditionsIssuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee (such approval not to be unreasonably withheld or delayed). If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve (such approval not to be unreasonably withheld or delayed). 6.5 13.5 Notwithstanding the provisions of subclauses 6.1sub-clauses 13.1, 6.2 13.2 and 6.413.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation an Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a successor Calculation Agent has been appointed. The Issuer agrees with Principal Paying Agent; (b) so long as any Notes are listed on a stock exchange a paying agent (which may be the Calculation Agent that if, Principal Paying Agent) having its specified office in the place required by the day falling rules and regulations of the relevant stock exchange; (c) a paying agent (which may be the Principal Paying Agent) in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated; and (d) a Calculation Agent. 13.6 Upon any resignation or termination becoming effective under this clause 13, the relevant Agent shall be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to clause 10 days before the expiry of any notice under subclause 6.4and this clause 13). 13.7 Any successor Agent shall execute and deliver to its predecessor, the Issuer has not appointed a replacement Calculation and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation an Agent under this Agreement. 6.7 13.8 If the appointment of the Calculation Principal Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Principal Paying Agent), the Calculation Principal Paying Agent shall on the date on which the termination takes effect deliver to the its successor Calculation Principal Paying Agent any all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Principal Paying Agent the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 13.9 If the Principal Paying Agent shall change its specified office, it shall give to the Issuer and the Trustee not less than 45 days’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 13 (Notices) of the Conditions. 13.10 A corporation into which any Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawsApplicable Law, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer Issuer, the Trustee and, where appropriate, the Principal Paying Agent and the Agent by Noteholders in accordance with Condition 13 (Notices) of the Calculation AgentConditions.

TERMINATION OF APPOINTMENT. 6.1 The Issuer 13.1 Notwithstanding any other provisions of this Agreement, the Company may terminate the appointment Appointment summarily by serving written notice, and the Executive shall not be entitled to any further payment from the Company (except such sums as shall have accrued at the date of service of such notice), if the Executive: 13.1.1 is guilty of any serious or (after having received a written warning from the Board) repeated breach of his obligations under this Agreement; or 13.1.2 is guilty of (i) serious misconduct, (ii) serious negligence or (iii) any other conduct which materially xxxxx or in the reasonable opinion of the Calculation Agent Board is likely materially to harm the interests of the Group; or 13.1.3 is convicted of an offence (other than a road traffic offence for which a non-custodial penalty is imposed); or 13.1.4 becomes bankrupt or makes any arrangement or composition with his creditors; or 13.1.5 is disqualified from being a director of any company by reason of an order made by any competent court, provided always that where any such breach by the Executive is clearly capable of remedy, the Company shall not terminate the Appointment pursuant to this Clause unless and until it has given to the Executive at least 28 days’ written notice of the breach requiring him to remedy the same and he has failed to do so. 13.2 The Company may suspend the Executive from his employment on full pay at any time for a reasonable period in order to investigate any matter in which the Executive is implicated or involved (whether directly or indirectly) and to conduct any related disciplinary proceedings. 13.3 If the Executive is prevented by giving to ill-health, injury or other incapacity from performing his duties under this Agreement and he has been so incapacitated for a period or periods aggregating 130 Working Days in the Calculation Agent at least 45 days' preceding 12 months the Company may terminate the Appointment by not less than three months’ prior written notice to that effect, effect given at any time while the Executive is so incapacitated provided that, so long as that the Company may withdraw any such notice if during the currency of the Relevant Notes notice the Executive returns to full-time duties and provides a medical practitioner’s certificate to the effect that he is outstandingfit to work and that no recurrence of his incapacity can reasonably be anticipated within the following 12 months. 13.4 On the termination of the Appointment for any reason (whether lawfully or otherwise) or upon the Company having exercised its rights under Clause 2.8, the Executive shall: 13.4.1 at the request of the Company resign all directorships and other offices held by him in the Group (awithout prejudice to the rights of any party arising out of this Agreement or the termination of the Appointment) and from all other appointments or offices which he may hold as nominee or representative of the notice shall not expire less than 45 days before Group and relinquish all and any date on which authorities and powers of signature and all similar rights and powers (including in particular but without limitation any calculation is due to be made authorities, rights and/or powers of signature over or in respect of any Relevant Notesbank, deposit or similar account operated by or in the name of the Company and/or any Group Company) which he may hold for or on behalf of the Company and/or any Group Company and should the Executive fail to sign any deed or document or do any act or thing required of him to comply with this Sub-Clause 13.4.1 the Company is irrevocably authorised to appoint some person in his name or on his behalf to sign any deed or document and do any act or thing necessary or requisite to give effect thereto; and 13.4.2 immediately deliver to the Company all property in his possession or custody or under his control belonging to the Group including (bbut not limited to) notice shall be given business cards, credit and charge cards, security and computer passes, original and copy documents or other media on which information is held in accordance his possession relating to the business or affairs of the Group. 13.5 With effect from the Termination Date, all the rights and obligations of the parties under this Agreement will cease except for those which are expressed to continue after the Appointment terminates and except in relation to any breach of any provision of this Agreement on or before that date. Termination of the Appointment will not prejudice any accrued rights of the Company or the Executive. 13.6 The Company will continue to pay the Executive his Base Salary and, subject to Clause 13.9, provide him with the Conditions Benefits on a month by month basis during any part of the Restricted Period in which the Executive is not otherwise being paid pursuant to Clause 2.5 PROVIDED THAT the Executive abides by his obligations under Clause 15 and PROVIDED THAT the Executive enters into a settlement agreement in substantially equivalent terms to those set out at Schedule Two, 13.7 In the event that the Company terminates the Appointment without cause (i.e. without a reason or reasons entitling it to terminate the Appointment immediately pursuant to Clause 13.1 or 13.14) or where the Executive terminates the Appointment for Good Reason, then PROVIDED THAT the Executive enters into a settlement agreement in substantially equivalent terms to those set out at Schedule Two, the Executive may elect at the end of the Restricted Period on a month by month basis up to and including the End Date, to continue to be bound by the restrictions set out in Clause 15 in consideration of which election, the Company will continue to pay to the holders of Executive his Base Salary and, subject to Clause 13.9, provide him with the Relevant Notes at least 30 days before any removal of Benefits on a month by month basis for the Calculation Agentsame period in which the Executive continues to so elect. 6.2 Notwithstanding 13.8 The Company may, at its sole discretion, decide to offer the provisions Executive the opportunity to continue the arrangement set out in Clause 13.7 for a further period of subclause 6.1, if at any time:12 months after the End Date. (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under 13.9 Where the provisions of any applicable bankruptcy or insolvency law or if of Clauses 13.6 and 13.7 apply and in the event that the plans relating to the Benefits do not permit continued participation by the Executive after the Termination Date, the Executive will instead be entitled to a receiver lump sum payment from the Company (less such deductions as may be required by law) equivalent to the cost to the Executive of it or purchasing and continuing all such Benefit programs SUBJECT TO the production by the Executive to the Company of all or a substantial part satisfactory documentary evidence of its property is appointed or if such cost. 13.10 In the event that the Executive breaches any officer takes charge or control of the Calculation Agent restrictions under Clause 15 during the Restricted Period or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time during which he has elected pursuant to Clause 13.7 to continue to be bound by giving the restrictions set out in Clause 15, such payments as have been made by the Company pursuant to Clauses 13.6 and/or 13.7 and which relate to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from period in which the Calculation AgentExecutive is so in breach, shall immediately become repayable by the Issuer shall promptly give notice of the resignation Executive to the holders of Company and the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) Company shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, obliged to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without make any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent payment under this AgreementClauses 13.6 and/or 13. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate 16.1 If the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstandingExecutive: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect guilty of any Relevant Notes; and serious or repeated breach of his obligations under this agreement and any consent granted under it (b) notice shall be given in accordance with the Conditions including neglecting to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidationdiligently discharge his duties); or (b) is guilty of serious misconduct or any other conduct which affects or is likely to materially prejudice the Calculation Agent interests of the Company or the Group or is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); or (c) becomes bankrupt or makes any arrangement or composition with his creditors; or (d) is disqualified from being a director of any company by reason of an order made by any competent court; or (e) resigns as a director without the prior consent of the Board; or (f) is guilty of any material breach or non-observance of any code of conduct, rule or regulation referred to in Clause 15 or fails duly or ceases to be registered (where such registration is, in the reasonable opinion of the Board, necessary for the performance of his duties) by any regulatory body in the United Kingdom or elsewhere, the Company may (whether or not any notice of termination has been given under Subclause 2.2) by written notice to the Executive terminate the Appointment with immediate effect. 16.2 The Company may at any time (whether or not any notice of termination has been given under Subclause 2.2) terminate the Appointment with immediate effect by giving notice in writing to the other party on terms that the Company will pay to the Executive, in lieu of notice under Subclause 2.2, a sum equal to the salary and the value of contractual benefits in respect of that part of the period of notice in Clause 2.2 which the Company has not given the Executive. If the Executive is paid salary and benefits in lieu of notice he will not be entitled to any additional payment in respect of holiday or bonus which he would otherwise have accrued during the notice period or the remainder of the notice period. 16.3 Clause 3.2 allows the Company to suspend any of the Executive’s duties and powers during any period after notice of termination of the Appointment has been given by the Company or the Executive. In particular, the Company may exercise this right where the Executive leaves the Company’s employment in circumstances where it is reasonable for the Company to believe that he is or is about to become concerned in a business, carried on, or about to commence, which is, or is likely to be, competitive with any part of the business of any Group Company with which the Executive was engaged or concerned in the 12 months before the suspension started. In addition or alternatively, the Company may during the whole or any part of such period of notice require the Executive to perform duties (including any function or duty imposed on it modified duties arising from an exercise by the Conditions Company of its rights under Subclause 3.2) at such locations as the Company may reasonably require consistent with Clause 4. Throughout any such period of suspension the Executive’s salary and other benefits to which he is entitled under this Agreementagreement shall continue to be paid or provided by the Company. At any time during such period the Executive will, at the request of the Board, immediately resign, without claim for compensation, his office as a director of the Company and any directorship or other office held by him in any Group Company. 16.4 On the termination of the Appointment in any way (whether lawfully or otherwise) or on either party giving notice to terminate the Appointment or on the Company exercising its right of suspension as mentioned in Subclause 16.3, the Issuer may immediately without notice terminate Executive will at the appointment request of the Calculation AgentBoard immediately: (a) resign all offices held by him in any Group Company (without prejudice to the rights of any party arising out of this agreement or the termination of the Appointment); (b) deliver to the Company all other property in his possession, custody or under his control belonging to any Group Company including (but not limited to) computer equipment, mobile phones, any electrical equipment supplied to the Executive during the course of his employment, business cards, credit and charge cards, security and computer passes, original and copy documents or other media on which information is held in his possession relating to the business or affairs of any Group Company; and (c) transfer (without payment) to the Company (or as the Company may direct) any qualifying or nominee shares provided by it or any third party in any Group Company to him. 16.5 With effect from the date of termination of the Appointment, all the rights and obligations of the parties under this agreement will cease except for those which are expressed to continue after that date and except in relation to any breach of any provision of this agreement before that date. Termination of the Appointment will not prejudice any other rights of the Company or the Executive. 16.6 If the Executive’s remuneration falls to be assessed for the purpose of calculating compensation or damages for breach of this agreement, the parties acknowledge and agree that he has no right to or legitimate expectation of any future increase in remuneration or any future payment of a bonus. 16.7 If during the Appointment or during the period in which event notice any of the termination shall be given restrictions in this Clause operate after the Termination Date, any person makes any offer to the holders Executive of employment or of a contract for services or of consultancy or any other contract which would or might involve the Relevant Notes Executive in being in breach of any of those restrictions, the Executive must bring the terms of this Clause to the attention of that person. 16.8 If during the Appointment the Executive is granted participation in a share option or share incentive scheme, any extinction or curtailment of any rights or benefits under the scheme by reason of any transfer of his employment or its termination, howsoever arising, will not form part of any claim for damages for breach of this agreement or compensation under any statutory provision. The effect of any such transfer, suspension or termination on the Executive’s rights or benefits under the scheme will be determined in accordance with the Conditions as soon as practicable. 6.3 The termination rules, terms and conditions of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall scheme and not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditionsprovisions (other than this Subclause) of this agreement. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) no such notice relating to the termination of appointment of the Calculation Agent shall take effect until a new Calculation Agent approved by the Trustee has been appointed on terms approved by the Trustee; (b) such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (bc) notice shall be given in accordance with the Conditions Conditions, to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.16.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer and the Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause subclause 6.1 or 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, hereto and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer Issuer, the Trustee and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 21.1 The Issuer may terminate the appointment of the Calculation Agent and any other Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Calculation Paying Agent whose appointment is concerned and, in the case of any Paying Agent other than the Agent, the Agent at least 45 60 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: , (ai) the such notice shall not expire less than 45 30 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notes; and Note or Coupon and (bii) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before prior to any removal or appointment of the Calculation any Paying Agent. 6.2 21.2 Notwithstanding the provisions of subclause 6.1sub-clause 21.1 above, if at any time: time (ai) the Calculation Agent or any Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation such Paying Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or liquidation or (b) ii), in the Calculation Agent case of the Agent, it fails in respect of Floating Rate Notes duly to perform determine the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any function or duty imposed on it by Interest Period as provided in the Conditions and this Agreement or fails to fulfil any other obligations under the Conditions or this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of such Paying Agent or the Calculation Agent, as the case may be, in which event notice of the termination thereof shall be given to the holders of Noteholders and the Relevant Notes Couponholders in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 21.3 The termination of the appointment of the Calculation any Paying Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation such Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 21.4 All or any of the Paying Agents may resign its appointment under this Agreement their respective appointments hereunder at any time by giving to the Issuer and (except in the case of resignation of the Agent) the Agent at least 90 60 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation any Paying Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes Noteholders in accordance with the Conditions. 6.5 Notwithstanding 21.5 If the provisions of subclauses 6.1Agent shall resign or be removed pursuant to sub-clause 21.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.421.2 or 21.4 above, the Issuer has not appointed shall promptly and in any event within 30 days appoint a replacement Calculation Agent, successor (being a leading bank acting through its office in London). If the Calculation Agent shall be entitled, on behalf of the Issuer, Issuer fails to appoint as a successor Calculation within such period then the Agent may select a leading bank acting through its office in its place a reputable financial institution of good standing which London willing to act as Agent hereunder and the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named appoint that bank as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may and the Guarantor[s] may, with the prior written approval of the Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding:outstanding:‌ (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time:time:‌ (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer and the Guarantor[s], with the prior written approval of the Trustee, may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer, the Guarantors and the Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the the‌ Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions, which notice shall not expire less than 10 days prior to the date on which any calculation or determination is to be made by the Calculation Agent pursuant to this Agreement and/or the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer, the Guarantor[s] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent approved in writing by the Trustee has been appointed. The Issuer agrees and the Guarantor[s] agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has and the Guarantor[s] have not appointed a replacement Calculation AgentAgent approved in writing by the Trustee, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantor[s], to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer Issuer, the Guarantors and the Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantor[s] or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), and shall co-operate as fully as applicable law may allow with its successor, the Issuer and the Guarantor[s], but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer and the Guarantor[s], and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the Guarantor[s], the Trustee and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer and the Guarantor may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.16.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer and the Guarantor may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer and the Guarantor at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer or the Guarantor shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer, the Guarantor or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the . 6.6 Any successor Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4appointed hereunder shall execute and deliver to its predecessor, the Issuer has not appointed and the Guarantor an instrument accepting such appointment hereunder, and thereupon such a replacement successor Calculation Agent, the Calculation Agent without further act, deed or conveyance, shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer and the Guarantor or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those and copies of such documents and records which as it is obliged by law or regulation to retain or but except such documents it is required by law not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the IssuerIssuer and the Guarantor, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer, the Guarantor and the Agent. 6.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer and the Agent by the Guarantor shall use all reasonable endeavours to appoint a further financial institution of good standing as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer Company without prejudice to any remedy which it may terminate have against the appointment Executive for the breach or non-performance of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstandingprovisions of this Agreement may by notice to the Executive forthwith determine this Agreement if the Executive shall: (a) at any time become a patient within the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders meaning of the Relevant Notes Mental Health Xxx 0000 for a period or periods aggregating at least 30 days before in any removal period of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation12 consecutive calendar months; or (b) in the Calculation Agent fails duly reasonable opinion of the Board fail or neglect to perform efficiently or diligently discharge his duties or is guilty of any function serious or duty imposed repeated failure to discharge his duties hereunder or be guilty of any breach or non-observance of any of the provisions of this Agreement on it his part or to be performed or observed; or (c) be guilty of serious misconduct or any other conduct calculated or likely to affect prejudicially the interests of the Company or the Group; or (d) commit any act of bankruptcy or shall take advantage of any statute for the time being in force offering relief for insolvent debtors; or (e) cease to be a director by virtue of any provisions of the Conditions Companies Xxx 0000 or become prohibited by law from being a director; or (f) resign his office by notice to the Company; or (g) be convicted of any criminal offence save an offence under road traffic legislation for which he is not sentenced to any term of immediate or suspended imprisonment. (h) be guilty of any breach of non-observance of any code of conduct, rule or regulation referred to in clause 24 (whether such registration is, in the opinion of the Board, required for the performance of his duties) by any regulatory body in the United Kingdom or elsewhere. (2) This Agreement shall (unless otherwise agreed between the parties) automatically determine on the Executive’s sixtieth birthday. (3) Notwithstanding clause 2 the Company shall be entitled to terminate this Agreement by giving prior notice of not less than the Executive’s entitlement to statutory minimum notice plus a further week to the Executive at any time while he is prevented by illness or accident or otherwise from performing his duties and this Agreementhas been so prevented for a period or periods aggregating 120 days in the preceding 12 calendar months. (4) The Company may at any time (whether or not any notice of termination has been given under clause 2 above) terminate the Appointment with immediate effect by giving notice in writing to the other party on terms that the Company shall pay to the Executive, in lieu of notice under clause 2 above, the Issuer may immediately without salary and bonus (calculated as the average bonus paid during the last 3 years before terminating this Agreement or since the commencement of the Agreement if less than three years) in the amount and at the times it would have paid to the Executive if the Company had given notice to terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes Appointment in accordance with clause 2 above or, if notice has previously been given under that clause, as if the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon Appointment terminated on the expiry of the relevant remainder of the period of notice. If the Executive is paid salary in lieu of notice a successor Calculation Agent he will not be entitled to any additional payment in respect of holiday which he would otherwise have accrued during the notice period or the remainder of the notice period. (5) Clause 2 above does not limit the Company’s right to suspend any of the Executive’s duties and powers under Clause 4(2) during any period after notice of termination of the Appointment has been appointed. The Issuer agrees with the Calculation Agent that if, given by the day falling 10 days Company or the Executive. In particular the Company may exercise this right where the Executive leaves the Company’s employment in circumstances where it is reasonable for the Company to believe that he is or is about to become concerned in a business (within the meaning of clause 12), carried on, or about to commence, which is, or is likely to be competitive with any part of the business of the Company or its Subsidiaries or Associated Companies with which the Executive was engaged or concerned in the 12 months before the expiry suspension started. In these circumstances the Executive acknowledges that he has no right to be provided with any work by the Company and that he may be required not to attend work and not to perform any duties whatsoever throughout the period of any notice under subclause 6.4the suspension. In addition or alternatively, the Issuer has not appointed a replacement Calculation Agent, Company may during the Calculation Agent shall be entitled, on behalf whole or any part of such period of notice require the Issuer, Executive to appoint as a successor Calculation Agent in perform duties (including any modified duties) arising from an exercise by the Company or its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named rights under clause 4 at such locations as the Calculation Agent under this Agreement. 6.7 If Company may require consistent with clause 4. Throughout any such period of suspension the appointment of the Calculation Agent Executive’s salary and other benefits to which he is entitled under this Agreement is terminated (whether shall continue to be paid or provided by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this AgreementCompany. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer [and the Guarantor] may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Condition 14 to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 (2) Notwithstanding the provisions of subclause 6.1(1) above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer [and the Guarantor] may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions Condition 14 as soon as practicablepracticable thereafter. 6.3 (3) The termination of the appointment pursuant to subclause (1) or (2) above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 (4) The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer [and the Guarantor] at least 90 45 days' ’ prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer [and the Guarantor] shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the ConditionsCondition 14. 6.5 (5) Notwithstanding the provisions of subclauses 6.1(1), 6.2 (2) and 6.4(4) above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees [and the Guarantor] agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4(1) or (4) above, the Issuer has [and the Guarantor] have not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf in the name of the IssuerIssuer [and the Guarantor], to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer [and the Guarantor] shall approve. 6.6 (6) Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 (7) If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 (8) Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the IssuerIssuer [and the Guarantor], and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer Issuer[, the Guarantor] and the Agent by Agent. (9) Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer [and the Guarantor] shall use all reasonable endeavours to appoint a reputable financial institution of good standing as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 calendar days' ’ prior written notice to that effect, provided that, for so long as any of the Relevant Notes is are outstanding: (a) the such notice shall not expire less than 45 calendar days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Condition 14 to the holders of the Relevant Notes at least 30 calendar days before prior to any removal of the Calculation Agent; and (c) upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable efforts to appoint a further financial institution of good standing as successor Calculation Agent. 6.2 (2) Notwithstanding the provisions of subclause 6.1sub-clause (1) above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Terms and Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions Condition 14 as soon as practicablepracticable thereafter. 6.3 (3) The termination of the appointment pursuant to sub-clause (1) or (2) above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 (4) The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer at least 90 days' calendar days prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer promptly shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the ConditionsCondition 14. 6.5 (5) Notwithstanding the provisions of subclauses 6.1sub-clauses (1), 6.2 (2) and 6.4(4) above, so long as any of the Relevant Notes is are outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry expiration of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 calendar days before the expiry expiration of any notice under subclause 6.4sub-clause (1) or (4) above, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitledAgent, on behalf of the Issuer, shall be entitled to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing (acting through its principal London Office) which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 (6) Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 (7) If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date day on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 (8) Any corporation entity into which the Calculation Agent may be merged or converted, or any corporation entity with which the Calculation Agent may be consolidated, or any corporation entity resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation entity to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shallassets, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, shall become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, and after the said effective date date, all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporationentity. Written notice of any such merger, conversion, consolidation or transfer forthwith shall immediately be given to the Issuer and the Agent by the Calculation Principal Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Conditions, to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.16.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer at least 90 days' days prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause subclauses 6.1 or 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not shallnot entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may and the Guarantors may, with the prior written approval of the Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer and the Guarantors, with the prior written approval of the Trustee, may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer, the Guarantors and the Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer and the Guarantors or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice notice, a successor Calculation Agent approved in writing by the Trustee has been appointed. The Issuer agrees and the Guarantors agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has and the Guarantors have not appointed a replacement Calculation AgentAgent approved in writing by the Trustee, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantors, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer Issuer, the Guarantors and the Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantors or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer and the Guarantors, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the Guarantors, the Trustee and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate 12.1 If the appointment Executive shall:- 12.1.1 be guilty of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as serious or wilful or persistent breach or breaches or non-observance of any of the Relevant Notes provisions of this Agreement which if capable of remedy is outstanding: not remedied within 21 days of being required to do so (aincluding those of Clause 3.3) the notice shall not expire less than 45 days before or refuse or fail to carry out any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents duties assigned to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidationhim hereunder; or (b) 12.1.2 be guilty of conduct which in the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment opinion of the Calculation Agent, in which event notice Board is detrimental to the reputation or interests of the termination shall Company or any other Group Company; or 12.1.3 become or be given to adjudicated bankrupt or have a petition for bankruptcy presented against him or enter into any arrangement or composition with his creditors or become a patient as defined in the holders Mental Health Act 0000 xx become disqualified by law from being a director of or taking part in the management of the Relevant Notes Company or any relevant Group Company; or 12.1.4 be found guilty of any criminal offence other than an offence which in accordance with the Conditions as soon as practicable. 6.3 The termination reasonable opinion of the appointment Board does not affect his position as a director of the Calculation Agent under subclauses 6.1 Company; 12.1.5 absent himself from the performance of his duties without just cause or 6.2 shall not entitle permission; the Calculation Agent to Company may in any amount by way of compensation but shall be such case (without prejudice to any amount then accrued dueclaims which the Company may have in respect of the Executive's employment) by written notice to the Executive summarily terminate the Executive's employment hereunder without any payment in lieu of notice or otherwise and the Executive shall have no claim against the Company for damages or otherwise by reason of such termination nor shall any delay by the Company in exercising such right of termination constitute any waiver of it. 6.4 12.2 The Calculation Agent may resign its appointment Company reserves the right to make payments in lieu of any notice required to be given under this Agreement and any payment so made in lieu of notice will have PAYE income tax and class 1 national insurance contributions deducted at source. 12.3 The Company also reserves the right to require the Executive to remain away from work during his notice period as the Board may consider appropriate and if the Company so requires the Executive to remain away from work during his notice period (whether notice shall have been given by the Executive or the Company) the Executive will be required to comply with any time and all conditions laid down by giving the Company and (without prejudice to the Issuer at least 90 days' foregoing) whilst on full pay during such time will not be permitted to work for any other person or on his own behalf without the prior written consent of the Board. 12.4 Should the Executive leave without notice or during any notice period without the prior consent of the Board the Company reserves the right to that effect. Following receipt of a notice of resignation deduct from or set off against any monies due to the Executive from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent Company (whether by the Issuer way of salary, bonus, accrued holiday pay, expenses or by the resignation of the Calculation Agentotherwise) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer sum or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver sums equal to the successor Calculation Agent aggregate of a day's pay for each day not worked during the notice period and any records concerning monies due (howsoever) from the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and Executive to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation AgentCompany.

TERMINATION OF APPOINTMENT. 6.1 The Issuer and the Guarantor may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 13 (Notices) at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 6.3 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer and the Guarantor at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. If the Calculation Agent resigns or is removed pursuant to subclause 6.1 or this subclause 6.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within such period, the Calculation Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Calculation Agent a reputable financial institution of good standing which the Issuer and the Guarantor shall approve. 6.5 6.4 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.3, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer, the Guarantor or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a 6.5 Any successor Calculation Agent shall execute and deliver to its predecessor, the Issuer and the Guarantor an instrument accepting its appointment under this Agreement and the successor Calculation Agent, without any further action, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation Agent under this AgreementAgent. 6.7 6.6 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the its successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.7 If the Calculation Agent shall change its specified office, it shall give to the Issuer and the Guarantor not less than 45 days’ prior written notice to that effect giving the address of the new specified office. 6.8 Any A corporation into which the Calculation Agent for the time being may be merged or converted, converted or any a corporation with which the Calculation Agent may be consolidated, consolidated or any corporation resulting from any a merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer Issuer, the Guarantor and the Agent by the Calculation Fiscal Agent.

TERMINATION OF APPOINTMENT. 6.1 21.1 The Issuer may and the Guarantors may, with the prior written approval of the Trustee (which shall not be unreasonably withheld or delayed), terminate the appointment of the Calculation any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Calculation Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 90 days' ’ prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes Noteholders under Condition 13 (Notices) at least 30 days before any the removal or appointment of the Calculation a Paying Agent. 6.2 21.2 Notwithstanding the provisions of subclause 6.121.1, if at any time: (a) the Calculation time a Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Paying Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer and the Guarantors may immediately with the prior written approval of the Trustee, not to be unreasonably withheld, forthwith without notice terminate the appointment of the Calculation Paying Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions Noteholders under Condition 13 (Notices) as soon as is practicable. 6.3 21.3 The termination of the appointment of the Calculation a Paying Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 21.4 All or any of the Paying Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer Issuer, the Guarantors and, where appropriate, the Principal Paying Agent at least 90 days' ’ prior written notice to that effecteffect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, expire less than 45 days before any due date for the payment of interest. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer or, failing the Issuer, the Guarantors shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the resignation to the holders of Noteholders under Condition 13 (Notices). If the Relevant Notes Principal Paying Agent shall resign or be removed pursuant to subclauses 21.1 or 21.2 above or in accordance with this subclause 21.4, the ConditionsIssuer and the Guarantors shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer and the Guarantors fail to appoint a successor within such period, the Principal Paying Agent may select a leading bank approved by the Trustee to act as Principal Paying Agent hereunder and the Issuer and the Guarantors shall appoint that bank as the successor Principal Paying Agent. 6.5 21.5 Notwithstanding the provisions of subclauses 6.121.1, 6.2 21.2 and 6.421.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation a Paying Agent (whether by the Issuer and the Guarantors or by the resignation of the Calculation Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a successor Calculation Principal Paying Agent; and (b) at least one Paying Agent has been appointed. The Issuer agrees with (which may be the Calculation Principal Paying Agent) having its specified office in a European city which so long as the Notes are listed on the Luxembourg Stock Exchange, shall be Luxembourg; (c) a Paying Agent in a Member State of the European Union that ifis not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, by or introduced in order to conform to, such Directive; and (d) a Paying Agent in a jurisdiction within continental Europe, other than the day falling 10 days before the expiry of any notice under subclause 6.4, jurisdiction in which the Issuer has not appointed a replacement Calculation Agent, the Calculation or either Guarantor is incorporated. 21.6 Any successor Paying Agent shall be entitledexecute and deliver to its predecessor, on behalf of the Issuer, to appoint as a the Guarantors and, where appropriate, the Principal Paying Agent an instrument accepting the appointment under this Agreement, and the successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effectivePaying Agent, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementa Paying Agent. 6.7 21.7 If the appointment of the Calculation a Paying Agent under this Agreement is terminated (whether by the Issuer and the Guarantors or by the resignation of the Calculation Paying Agent), the Calculation Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the successor Calculation Agent any Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 21.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Guarantors, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer or, failing the Issuer, the Guarantors notice of the change and the address of the new specified office under Condition 13 (Notices). 21.9 A corporation into which any Paying Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Paying Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Paying Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, unless otherwise required by conversion or consolidation shall forthwith be given to the Issuer, and after the said effective date all Guarantors, the Trustee and, where appropriate, the Principal Paying Agent. All references in this Agreement to the Calculation a Paying Agent shall be deemed to be references reference to such corporation and, by virtue of a transfer by novation, such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given acquire and become subject to the Issuer same rights and obligations under this Agreement as such Paying Agent as if the Agent by successor had entered into this Agreement on the Calculation Agentdate hereof.

TERMINATION OF APPOINTMENT. 6.1 (a) The Issuer Company without prejudice to any remedy which it may terminate have against the appointment Executive for the breach or non-performance of any of the Calculation Agent provisions of this Agreement may by notice to the Executive forthwith determine this Agreement if the Executive shall:- i) at any time by giving to become a patient within the Calculation Agent meaning of the Mental Health Xxx 0000 for a period or periods aggregating at least 45 days' prior written notice 180 days in any period of 12 consecutive calendar months; or ii) be guilty of any serious or persistent failure to that effect, provided that, so long as discharge his duties hereunder or be guilty of any breach or non-observance of any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date provisions of this Agreement on which any calculation is due his part or to be made in respect performed or observed; or iii) be guilty of serious misconduct or any other conduct calculated or likely to affect prejudicially the interests of the Company or the Group; or iv) commit any act of bankruptcy or shall take advantage of any Relevant Notesstatute for the time being in force offering relief for insolvent debtors v) cease to be a director by virtue of any provision of the Companies Xxx 0000 or become prohibited by law from being a director; andor vi) resign his office by notice to the Company; or vii) be convicted by any criminal offence save an offence under road traffic legislation for which he is not sentenced to any term of immediate or suspended imprisonment. (b) THIS Agreement shall (unless otherwise agreed between the parties) automatically determine on the Executive’s sixty-fifth birthday. (c) THE Company shall be entitled to terminate this Agreement by giving prior notice of not less than the Executive’s entitlement to statutory minimum notice plus a further week to the Executive at any time while he is prevented by illness or accident or other incapacity from performing his duties and has been so prevented for a period or periods aggregating 180 days in the preceding 12 calendar months. (d) No notice under paragraph (a)(i) or sub-clause (c) of this Clause shall be given in accordance with by the Conditions Company to the holders Executive after the expiration of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation three calendar months from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice end of any such merger, conversion, consolidation period or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agentperiods aggregating at least 180 days.

TERMINATION OF APPOINTMENT. 6.1 (a) The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent and the Agent at least 45 90 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: , (ai) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and Notes and (bii) notice shall be given in accordance with the Conditions Condition 16 to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 (b) Notwithstanding the provisions of subclause 6.1Subclause 6(a) above, if at any time: time (ai) the Calculation Agent becomes incapable of actingaction, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any a substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature become due or suspends payment of its debts, thereof or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or liquidation or (bii) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with Condition 16 of the Conditions Relevant Notes as soon as practicablepracticable thereafter. 6.3 (c) The termination of the appointment pursuant to Subclause 6(a) or 6(b) above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall will be without prejudice to any amount then accrued and due. 6.4 (d) The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer and the Agent at least 90 days' ’ prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with Condition 16 of the ConditionsRelevant Notes. 6.5 (e) Notwithstanding the provisions of subclauses 6.1Subclauses 6(a), 6.2 6(b) and 6.46(d) above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4Clause 6(d), the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing an investment bank which the Issuer shall approveapprove (such approval not to be unnecessarily withheld). 6.6 Upon its appointment becoming effective, a (f) Any successor Calculation Agent appointed xxxxxxxxx shall execute and deliver to its predecessor and the Issuer an instrument accepting appointment hereunder, and thereupon such successor Calculation Agent, without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 (g) If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 (h) Any corporation into which the Calculation Agent for the time being may be merged or converted, converted or any corporation with which the Calculation Agent may be consolidated, consolidated or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporationhereto. Written notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer and the Agent by the Calculation Agent. (i) Upon the termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a further bank or investment bank as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 (a) The Issuer Company may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent and the Agent at least 45 days' 90 days prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: , (ai) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and Notes and (bii) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes Condition 16 at least 30 days before prior to any removal of the Calculation Agent. 6.2 (b) Notwithstanding the provisions of subclause 6.1Subclause 6(a) above, if at any time: time (ai) the Calculation Agent becomes incapable of actingaction, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any a substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature become due or suspends payment of its debts, thereof or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or liquidation or (bii) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer Company may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with Condition 16 of the Conditions Relevant Notes as soon as practicablepracticable thereafter. 6.3 (c) The termination of the appointment pursuant to Subclause 6(a) or 6(b) above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall will be without prejudice to any amount then accrued and due. 6.4 (d) The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer Company and the Agent at least 90 days' days prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer Company shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with Condition 16 of the ConditionsRelevant Notes. 6.5 (e) Notwithstanding the provisions of subclauses 6.1Subclauses 6(a), 6.2 6(b) and 6.46(d) above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Company or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the . (f) Any successor Calculation Agent that ifappointed hereunder shall execute and deliver to its predecessor and the Company an instrument accepting appointment hereunder, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement and thereupon such successor Calculation Agent, the Calculation Agent without further act, deed or conveyance, shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 (g) If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer Company or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 (h) Any corporation into which the Calculation Agent for the time being may be merged or converted, converted or any corporation with which the Calculation Agent may be consolidated, consolidated or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporationhereto. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer Company and the Agent by Agent. (i) Upon the termination of the appointment of the Calculation Agent, the Company shall make all reasonable efforts to appoint a further bank or investment bank as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, that so long as any of the Relevant Notes is outstanding:outstanding:‌ (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause Clause 6.1, if at any time:time:‌ (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses Clauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions.Conditions.‌ 6.5 Notwithstanding the provisions of subclauses Clauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause Clause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, Issuer to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 24.1 The Issuer may Trustee may, with the prior written approval of the Delegate, terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 45 90 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant NotesPeriodic Distribution Date; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes Certificateholders under Condition 17 (Notices) at least 30 days before any the removal or appointment of the Calculation an Agent. 6.2 24.2 Notwithstanding the provisions of subclause 6.1Clause 24.1, if at any time: : (a) the Calculation an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or or (b) in the case of the Calculation Agent Agent, it fails duly to perform determine any function Rate, Periodic Distribution Amount, Periodic Distribution Date or duty imposed on it by Return Accumulation Period as provided in the Conditions and this Agreement, the Issuer may immediately Trustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions Certificateholders under Condition 17 (Notices) as soon as is practicable. 6.3 24.3 The termination of the appointment of the Calculation an Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 24.4 All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer Trustee and, where appropriate, the Principal Paying Agent and the Registrar at least 90 60 days' prior written notice to that effect, provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Date. Following receipt of a notice of resignation from the Calculation an Agent, the Issuer Trustee shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the such resignation to the holders of Certificateholders under Condition 17 (Notices). If the Relevant Notes Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clause 24.1 or Clause 24.2 or in accordance with this Clause 24.4, the ConditionsTrustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 6.5 24.5 Notwithstanding the provisions of subclauses 6.1, 6.2 Clause 24.1 and 6.4, Clause 24.2 so long as any of the Relevant Notes is Certificates are outstanding, the termination of the appointment of the Calculation any Agent (whether by the Issuer Trustee or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a successor Principal Paying Agent, a Calculation Agent has been appointed. The Issuer agrees with and a Registrar (which may be the Calculation same entity); and (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent that if, and a Transfer Agent having its specified office in such place (if any) as may be required by the day falling 10 days before the expiry rules of any notice under subclause 6.4such listing authority, stock exchange and/or quotation system. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Issuer has not appointed a replacement Calculation Trustee, Xxxxx Xx Xxxxxxx Properties, the Guarantor, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementan Agent. 6.7 24.7 If the appointment Principal Paying Agent or any of the Calculation Agent under this Agreement is terminated other Agents (whether by the Issuer or by the resignation of other than the Calculation Agent)) shall change its Specified Office, it shall give to the Trustee, Majid Al Futtaim Properties, the Calculation Guarantor, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall on the date on which the termination takes effect deliver give to the successor Calculation Agent any records concerning Certificateholders on behalf of and at the Relevant Notes maintained by it expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17 (except those documents and records which it is obliged by law or regulation to retain or not to releaseNotices), but shall have no other duties or responsibilities under this Agreement. 6.8 Any 24.8 A corporation into which any Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Agent shall be a party, party or any corporation legal entity to which any Agent or the Calculation Agent shall sell or otherwise transfer Delegate sells all or substantially all of its assets corporate trust and agency business shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer Trustee, Majid Al Futtaim Properties, the Guarantor, the Delegate and, where appropriate, the Principal Paying Agent. 24.9 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 17; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder. 24.10 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Delegate, without notice appoint additional Agents and/or terminate the appointment of any Agent with 30 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee or the Guarantor determines that either the Trustee or the Guarantor (as applicable) will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates or under the Guarantee and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the Certificateholders under Condition 17 (Notices) as soon as is practicable. 24.11 If any Agent decides to change its Specified Office (which may only be effected within the same city unless the prior written approval of the Delegate has been obtained), it shall give notice to the Trustee (with a copy to the Delegate and the Principal Paying Agent) of the address of the new Specified Office stating the date on which such change is to take effect, which date shall be not less than 30 days after the date of such notice. The Trustee shall at its own expense not less than 14 days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent by is to terminate pursuant to any of the Calculation Agentforegoing provisions of this Clause 23 on or prior to the date of such change) give notice thereof to the Delegate and the Certificateholders.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may and the Guarantors may, with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed), terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer and the Guarantors, with the prior written approval of the Trustee, such consent not to be unreasonably withheld or delayed, may immediately without notice terminate the appointment of the Calculation Agent, . The Issuer will forthwith appoint a successor Calculation Agent approved in which event notice writing by the Trustee (such approval not to be unreasonably withheld or delayed) and will notify Noteholders of the such termination shall be given to the holders of the Relevant Notes in accordance with the Conditions and appointment as soon as is practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer, the Guarantors and the Trustee at least 90 days' ’ prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer, the Guarantors or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent Agent, approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed), has been appointed. The Issuer agrees and the Guarantors agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has and the Guarantors have not appointed a replacement Calculation AgentAgent approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed), the Calculation Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantors, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer Issuer, the Guarantors and the Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantors or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, the Guarantors and the Trustee, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the Guarantors, the Trustee and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Condition 14 to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.16.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions Condition 14 as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer and the Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the ConditionsCondition 14. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause Clause 6.1 or 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, Issuer and the Parent to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer, the Trustee and the Agent. 6.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer and the Agent by the Parent shall use all reasonable endeavours to appoint a further bank or investment bank as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may [and the Guarantor] may, with the prior written approval of the Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer [and the Guarantor], with the prior written approval of the Trustee, may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer[, the Guarantor] and the Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer[, the Guarantor] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent approved in writing by the Trustee has been appointed. The Issuer agrees [and the Guarantor] agree[s] with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has [and the Guarantor] [has/have] not appointed a replacement Calculation AgentAgent approved in writing by the Trustee, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer [and the Guarantor], to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer Issuer[, the Guarantor] and the Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer [and the Guarantor], and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer[, the Guarantor], the Trustee and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 22.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 90 days' ’ prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes is outstanding: (a) 22.1.1 in the case of the Principal Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) 22.1.2 notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 12 (Notices), as applicable, at least 30 days before any the removal or appointment of the Calculation Principal Paying Agent. 6.2 22.2 Notwithstanding the provisions of subclause 6.1Clause 22.1, if at any time: (a) the Calculation 22.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) 22.2.2 in the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment case of the Calculation Agent, it fails to determine an amount payable in which event notice respect of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable.and this Agreement, 6.3 The 22.3 On the termination of the appointment of the Calculation an Agent under subclauses 6.1 or 6.2 the provisions of this Clause 22 becoming effective, the relevant Agent shall be entitled to the payment of its fees and the reimbursement of the out-of-pocket expenses properly incurred in connection therewith in accordance with Clause 16, in each case, for the services rendered up to the date of termination but shall not entitle the Calculation Agent be entitled to any amount other monies by way of compensation but shall be without prejudice to any amount then accrued duecompensation. 6.4 The Calculation Agent 22.4 All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time time, by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 90 days' ’ prior written notice to that effecteffect provided that, in the case of the Principal Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from the Calculation Principal Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the such resignation to the holders of Noteholders under Condition 12 (Notices). If the Relevant Notes Principal Paying Agent or the Calculation Agent shall resign or be removed pursuant to Clause 22.1 or in accordance with this Clause 22.4, the ConditionsIssuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee (such approval not to be unreasonably withheld or delayed). If the Issuer fails to appoint a successor within such period, the Principal Paying Agent or the Calculation Agent (as the case may be) shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent or a Calculation Agent (as the case may be) a reputable financial institution of good standing which the Trustee shall approve (such approval not to be unreasonably withheld or delayed). 6.5 22.5 Notwithstanding the provisions of subclauses 6.1Clauses 22.1, 6.2 22.2 and 6.422.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation an Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is: 22.5.1 a successor Calculation Agent has been appointed. The Issuer agrees with Principal Paying Agent; 22.5.2 so long as any Notes are listed on a stock exchange or admitted to listing by any other relevant authority, a paying agent (which may be the Calculation Agent that ifPrincipal Paying Agent) 22.5.3 a paying agent (which may be the Principal Paying Agent) in a jurisdiction within Europe, by other than the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent jurisdiction in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.incorporated; and

TERMINATION OF APPOINTMENT. 6.1 22.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 days' 60 days prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes Securities is outstanding: (a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) 22.1.2 notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 12 (Notices) at least 30 days before any the removal or appointment of the Calculation a Paying Agent. 6.2 22.2 Notwithstanding the provisions of subclause 6.1sub-clause 22.1, if at any time: (a) the Calculation 22.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) 22.2.2 in the Calculation case of the Agent Bank, it fails duly to perform any function or duty imposed on it by determine and/or publish the Calculations as provided in the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable., 6.3 22.3 The termination of the appointment of the Calculation an Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 22.4 All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 90 60 days' prior written notice to that effecteffect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, expire less than 45 days before any due date for the payment of interest. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the resignation to the holders of Securityholders under Condition 12 (Notices). If the Relevant Notes Principal Paying Agent or Agent Bank shall resign or be removed pursuant to sub-clauses 22.1 or 22.2 above or in accordance with this sub-clause 22.4, the ConditionsIssuer shall promptly and in any event within 30 days appoint a successor in accordance with sub-clause 22. 6.5 1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent or Agent Bank may select a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall appoint that bank as the successor Principal Paying Agent or Agent Bank. 22.5 Notwithstanding the provisions of subclauses 6.1sub-clauses 22.1, 6.2 22.2 and 6.422.4, so long as any of the Relevant Notes Securities is outstanding, the termination of the appointment of the Calculation an Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.there is:

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, Issuer to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Fiscal Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.16.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 above shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 22.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Calculation Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 60 days' prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 60 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 12 at least 30 days before any the removal or appointment of the Calculation a Paying Agent. 6.2 22.2 Notwithstanding the provisions of subclause 6.122.1, if at any time: (a) the Calculation time a Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Paying Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately as soon as reasonably practicable, without notice terminate the appointment of the Calculation Paying Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions Noteholders under Condition 12 as soon as is practicable. 6.3 22.3 The termination of the appointment of the Calculation a Paying Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 22.4 All or any of the Paying Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 90 60 days' prior written notice to that effecteffect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the such resignation to the holders of Noteholders under Condition 12. If the Relevant Notes Principal Paying Agent shall resign or be removed pursuant to subclauses 22.1 or 22.2 above or in accordance with this subclause 22.4, the ConditionsIssuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve. 6.5 22.5 Notwithstanding the provisions of subclauses 6.122.1, 6.2 22.2 and 6.422.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation a Paying Agent (whether by the Issuer or by the resignation of the Calculation Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a successor Calculation Principal Paying Agent; (b) a Paying Agent has been appointed. The Issuer agrees with (which may be the Calculation Agent that if, Principal Paying Agent) having its specified office in the place required by the day falling 10 days before rules and regulations of the expiry of relevant stock exchange or any notice under subclause 6.4other relevant authority; and (c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. 22.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer has not appointed a replacement Calculation and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementa Paying Agent. 6.7 22.7 If the appointment of the Calculation a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation relevant Paying Agent), the Calculation Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the successor Calculation Agent any Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 22.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12. 22.9 A corporation into which any Paying Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Paying Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Paying Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawsApplicable Law, become be the successor Calculation Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer Issuer, the Trustee and, where appropriate, the Principal Paying Agent. 22.10 A Paying Agent may, subject to prior notification to the Issuer, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and the Agent discretions vested in it by the Calculation AgentAgreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit.

TERMINATION OF APPOINTMENT. 6.1 22.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 days' 60 days prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes Securities is outstanding: (a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) 22.1.2 notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 12 (Notices) at least 30 days before any the removal or appointment of the Calculation a Paying Agent. 6.2 22.2 Notwithstanding the provisions of subclause 6.1sub-clause 22.1, if at any time: (a) the Calculation 22.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) 22.2.2 in the Calculation case of the Agent Bank, it fails duly to perform any function or duty imposed on it by determine and/or publish the Calculations as provided in the Conditions and this Agreement, the Issuer may immediately may, with the prior written approval of the Trustee, forthwith without notice notice, terminate the appointment of the Calculation relevant Agent, in which event notice (save with respect to the termination of the termination appointment of the Agent Bank) notice shall be given to the holders of the Relevant Notes in accordance with the Conditions Securityholders under Condition 12 (Notices) as soon as is practicable. 6.3 22.3 The termination of the appointment of the Calculation an Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 22.4 All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal 1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent or Agent Bank may select (at least 90 days' prior written notice the cost of the Issuer) a leading bank approved by the Trustee to that effect. Following receipt of a notice of resignation from the Calculation Agent, act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall promptly give notice of appoint that bank as the resignation to the holders of the Relevant Notes in accordance with the Conditionssuccessor Principal Paying Agent or Agent Bank. 6.5 22.5 Notwithstanding the provisions of subclauses 6.1sub-clauses 22.1, 6.2 22.2 and 6.422.4, so long as any of the Relevant Notes Securities is outstanding, the termination of the appointment of the Calculation an Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is: 22.5.1 a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed Principal Paying Agent; 22.5.2 a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Paying Agent in its place a reputable financial institution of good standing jurisdiction within Europe, other than the jurisdiction in which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.incorporated; and

TERMINATION OF APPOINTMENT. 6.1 7.1 The Issuer may and the CBC may, each with the prior written approval of the Security Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 calendar days' prior written notice to that effect, provided that, so long as any of the Relevant Notes Covered Bonds is outstanding: (a) the : such notice shall not expire less than 45 calendar days before any date on which any calculation or payment is due to be made in respect of any Relevant NotesCovered Bonds; and (b) and notice shall be given in accordance with the Conditions to the holders of the Relevant Notes Covered Bonds at least 30 days before any removal of the Calculation Agent. 6.2 7.2 Notwithstanding the provisions of subclause 6.1Clause 7.1, if at any time: (a) : the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) or the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer or the CBC, each with the prior written approval of the Security Trustee, may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes Covered Bonds in accordance with the Conditions as soon as practicablepossible. 6.3 7.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 Xxxxxx 7.1 or 6.2 7.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.of 6.4 7.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer, the CBC and the Security Trustee at least 90 ninety (90) calendar days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes Covered Bonds in accordance with the Conditions. 6.5 7.5 Notwithstanding the provisions of subclauses 6.1Clauses 7.1, 6.2 7.2 and 6.47.4, so long as any of the Relevant Notes Covered Bonds is outstanding, the termination of the appointment of the Calculation Agent calculation agent (whether by the Issuer Issuer, the CBC or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent calculation agent approved in writing by the Security Trustee has been appointed. The Issuer agrees and the CBC agree with the Calculation Agent that if, by the day falling 10 ten (10) calendar days before the expiry of any notice under subclause 6.4Clause 7.4, the Issuer has and the CBC have not appointed a replacement Calculation AgentAgent approved in writing by the Security Trustee, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer and the CBC, to appoint as a successor Calculation Agent calculation agent in its place a reputable financial institution of good standing which the Issuer Issuer, the CBC and the Security Trustee shall approve. 6.6 7.6 Upon its appointment becoming effective, a successor Calculation Agent calculation agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 7.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the CBC or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent calculation agent any records concerning the Relevant Notes Covered Bonds maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 7.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer and the CBC, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the CBC, the Security Trustee and the Principal Paying Agent by the Calculation Agent. 7.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable efforts to appoint a reputable financial institution of good standing as successor Calculation Agent, provided the Security Trustee approves in writing thereto.

TERMINATION OF APPOINTMENT. 6.1 22.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 days' 60 days prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes Securities is outstanding: (a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) 22.1.2 notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 12 (Notices) at least 30 days before any the removal or appointment of the Calculation a Paying Agent. 6.2 22.2 Notwithstanding the provisions of subclause 6.1sub-clause 22.1, if at any time: (a) the Calculation 22.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) 22.2.2 in the Calculation case of the Agent Bank, it fails duly to perform any function or duty imposed on it by determine and/or publish the Calculations as provided in the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable., 6.3 22.3 The termination of the appointment of the Calculation an Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 22.4 All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 90 60 days' prior written notice to that effecteffect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, expire less than 45 days before any due date for the payment of interest. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the resignation to the holders of Securityholders under Condition 12 (Notices). If the Relevant Notes Principal Paying Agent or Agent Bank shall resign or be removed pursuant to sub-clauses 22.1 or 22.2 above or in accordance with this sub-clause 22.4, the ConditionsIssuer shall promptly and in any event within 30 days appoint a successor in accordance with sub-clause 22.1. If the Issuer fails to appoint a successor within such period, the Principal Paying Agent or Agent Bank may select (at the cost of the Issuer) a leading bank approved by the Trustee to act as Principal Paying Agent or Agent Bank hereunder and the Issuer shall appoint that bank as the successor Principal Paying Agent or Agent Bank. 6.5 22.5 Notwithstanding the provisions of subclauses 6.1sub-clauses 22.1, 6.2 22.2 and 6.422.4, so long as any of the Relevant Notes Securities is outstanding, the termination of the appointment of the Calculation an Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is: 22.5.1 a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed Principal Paying Agent; 22.5.2 a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Paying Agent in its place a reputable financial institution of good standing jurisdiction within Europe, other than the jurisdiction in which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.incorporated; and

TERMINATION OF APPOINTMENT. 6.1 21.1 The Issuer may and the Guarantor may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Calculation Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 days' prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 13 (Notices) at least 30 days before any the removal or appointment of the Calculation a Paying Agent. 6.2 21.2 Notwithstanding the provisions of subclause 6.1clause 21.1, if at any time: (a) the Calculation time a Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Paying Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer and the Guarantor may immediately with the prior written approval of the Trustee forthwith without notice terminate the appointment of the Calculation Paying Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions Noteholders under Condition 13 (Notices) as soon as is practicable. 6.3 21.3 The termination of the appointment of the Calculation a Paying Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 21.4 All or any of the Paying Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer Issuer, the Guarantor and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effecteffect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the such resignation to the holders of Noteholders under Condition 13 (Notices). If the Relevant Notes Principal Paying Agent shall resign or be removed pursuant to clauses 21.1 or 21.2 above or in accordance with this clause 21.4, the ConditionsIssuer and the Guarantor shall promptly and in any event within 30 days appoint a successor approved by the Trustee. If the Issuer and the Guarantor fail to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve. 6.5 21.5 Notwithstanding the provisions of subclauses 6.1clauses 21.1, 6.2 21.2 and 6.421.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation a Paying Agent (whether by the Issuer and the Guarantor or by the resignation of the Calculation Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a successor Calculation Principal Paying Agent; (b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent has been appointed. The Issuer agrees with (which may be the Calculation Agent that if, Principal Paying Agent) having its specified office in the place required by the day falling 10 days before rules and regulations of the expiry of relevant stock exchange or any notice under subclause 6.4other relevant authority; and (c) a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer has not appointed a replacement Calculation Agent, or the Calculation Guarantor is incorporated. 21.6 Any successor Paying Agent shall be entitledexecute and deliver to its predecessor, on behalf of the Issuer, to appoint as a successor Calculation the Guarantor and, where appropriate, the Principal Paying Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon an instrument accepting its appointment becoming effectiveunder this Agreement, a and the successor Calculation Agent shall Paying Agent, without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementa Paying Agent. 6.7 21.7 If the appointment of the Calculation a Paying Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the Calculation relevant Paying Agent), the Calculation Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the successor Calculation Agent any Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 21.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Guarantor, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent, on behalf of and at the expense of the Issuer (failing which, the Guarantor), shall give to the Noteholders notice of the change and the address of the new specified office under Condition 13 (Notices). 21.9 A corporation into which any Paying Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Paying Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Paying Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, unless otherwise required by conversion or consolidation shall forthwith be given to the Issuer, and after the said effective date all references in this Agreement Guarantor, the Trustee and, where appropriate, the Principal Paying Agent. 21.10 A Paying Agent may, subject to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given prior notification to the Issuer and the Agent Guarantor, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Calculation Agreement. This delegation may be made upon any terms and conditions and subject to any restrictions as that Paying Agent may think fit. 21.11 A Paying Agent may, carrying out its functions under this Agreement, appoint an agent on any terms to transact or conduct, or concur in conducting or carrying out such functions or acts required to be done by such Paying Agent.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer may terminate the appointment of the [Alternative Currency] Calculation Agent at any time by giving to the [Alternative Currency] Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the [Alternative Currency] Calculation Agent. 6.2 (2) Notwithstanding the provisions of subclause 6.1(1), if at any time: (a) the [Alternative Currency] Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the [Alternative Currency] Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the [Alternative Currency] Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the [Alternative Currency] Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 (3) The termination of the appointment of the [Alternative Currency] Calculation Agent under subclauses 6.1 subclause (1) or 6.2 (2) shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 (4) The [Alternative Currency] Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the [Alternative Currency] Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 (5) Notwithstanding the provisions of subclauses 6.1(1), 6.2 (2) and 6.4(4), so long as any of the Relevant Notes is outstanding, the termination of the appointment of the [Alternative Currency] Calculation Agent (whether by the Issuer or by the resignation of the [Alternative Currency] Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor [Alternative Currency] Calculation Agent has been appointed. The Issuer agrees with the [Alternative Currency] Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4(4), the Issuer has not appointed a replacement [Alternative Currency] Calculation Agent, the [Alternative Currency] Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor [Alternative Currency] Calculation Agent in its place a reputable and experienced financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 (6) Upon its appointment becoming effective, a successor [Alternative Currency] Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the [Alternative Currency] Calculation Agent under this Agreement. 6.7 (7) If the appointment of the [Alternative Currency] Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the [Alternative Currency] Calculation Agent), the [Alternative Currency] Calculation Agent shall on the date on which the termination takes effect deliver to the successor [Alternative Currency] Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 (8) Any corporation into which the [Alternative Currency] Calculation Agent may be merged or converted, or any corporation with which the [Alternative Currency] Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the [Alternative Currency] Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, party on the date when the merger, merger or consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor [Alternative Currency] Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the [Alternative Currency] Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer and the Principal Paying Agent by the [Alternative Currency] Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 (a) The Issuer Company without prejudice to any remedy which it may terminate have against the appointment Executive for the breach or non-performance of any of the Calculation Agent provisions of this Agreement may by notice to the Executive forthwith determine this Agreement if the Executive shall:- i) at any time by giving to become a patient within the Calculation Agent meaning of the Mental Health Xxx 0000 for a period or periods aggregating at least 45 days' prior written notice 180 days in any period of 12 consecutive calendar months; or ii) be guilty of any serious or persistent failure to that effect, provided that, so long as discharge her duties hereunder or be guilty of any breach or non-observance of any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date provisions of this Agreement on which any calculation is due her part or to be made in respect performed or observed; or iii) be guilty of serious misconduct or any other conduct calculated or likely to affect prejudicially the interests of the Company or the Group; or iv) commit any act of bankruptcy or shall take advantage of any Relevant Notesstatute for the time being in force offering relief for insolvent debtors v) cease to be a director by virtue of any provisions of the Companies Xxx 0000 or become prohibited by law from being a director; andor vi) resign her office by notice to the Company; or vii) be convicted of any criminal offence save an offence under road traffic legislation for which she is not sentenced to any term of immediate or suspended imprisonment. (b) notice This Agreement shall (unless otherwise agreed between the parties) automatically determine on the Executive’s sixty-fifth birthday. (c) Notwithstanding clause 2 the Company shall be entitled to terminate this Agreement by giving prior notice of not less than the Executive’s entitlement to statutory minimum notice plus a further week to the Executive at any time while she is prevented by illness or accident or other incapacity from performing her duties and has been so prevented for a period or periods aggregating 180 days in the preceding 12 calendar months. (d) The Company may at any time (whether or not any notice of termination has been given under clause 2 above) terminate the Appointment with immediate effect by giving notice in writing to the other party on terms that the Company shall pay to the Executive, in lieu of notice under clause 2 above, the salary in the amount and at the times it would have paid to the Executive if the Company had given notice to terminate the Appointment in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1clause 2 above or, if at any time: (a) notice has previously been given under that clause, as if the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed Appointment terminated on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant remainder of the period of notice. Clause 2 above does not limit the Company’s right to suspend any of the Executive’s duties and powers under Clause 4 during any period after notice a successor Calculation Agent of termination of the Appointment has been appointed. The Issuer agrees with the Calculation Agent that if, given by the day falling 10 days Company or the Executive. In particular the Company may exercise this right where the Executive leaves the Company’s employment in circumstances where it is reasonable for the Company to believe that she is or is about to become concerned in a business (within the meaning of clause 12), carried on, or about to commence, which is, or is likely to be competitive with any part of the business of the Company or its Subsidiaries or Associated Companies with which the Executive was engaged or concerned in the 12 months before the expiry suspension started. In these circumstances the Executive acknowledges that she has no right to be provided with any work by the Company and that she may be required not to attend work and not to perform any duties whatsoever throughout the period of any notice under subclause 6.4the suspension. In addition or alternatively, the Issuer has not appointed a replacement Calculation Agent, Company may during the Calculation Agent shall be entitled, on behalf whole or any part of such period of notice require the Issuer, Executive to appoint as a successor Calculation Agent in perform duties (including any modified duties) arising from an exercise by the Company or its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named rights under clause 4 at such locations as the Calculation Agent under this Agreement. 6.7 If Company may require consistent with clause 14. Throughout any such period of suspension the appointment of the Calculation Agent Executive’s salary and other benefits to which she is entitled under this Agreement is terminated (whether shall continue to be paid or provided by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this AgreementCompany. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause sub-clause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 25.1 The Issuer may terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Fiscal Agent, at least 45 60 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: , (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notes; and interest and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 12 at least 30 days before any the removal or appointment of the Calculation an Agent. 6.2 25.2 Notwithstanding the provisions of subclause 6.125.1, if at any time: (a) the Calculation time an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy bankruptcy, or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law law, or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given by the Issuer to the holders of the Relevant Notes in accordance with the Conditions Noteholders under Condition 12 as soon as is practicable. 6.3 The termination 25.3 All or any of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer at least 90 and the Guarantor and, where appropriate, the Fiscal Agent, upon not less than 60 days' ’ prior written notice to that effect, provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, expire less than 45 days before any due date for the payment of interest. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the resignation to the holders of Noteholders under Condition 12. If the Relevant Notes Fiscal Agent shall resign or be removed pursuant to subclauses 25.1 or 25.2 above or in accordance with this subclause 25.3, the ConditionsIssuer shall promptly and in any event within 30 days of receipt of the notice of resignation appoint a successor (being a leading bank acting through its office in the United States or London). If the Issuer fails to appoint a successor within such period, the Fiscal Agent may at the expense of the Issuer petition a court of competent jurisdiction for the appointment of a successor Fiscal Agent. 6.5 25.4 Notwithstanding the provisions of subclauses 6.125.1, 6.2 25.2 and 6.425.3, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation an Agent (whether by the Issuer or by the resignation of the Calculation such Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Fiscal Agent and a Paying Agent (which may be the Fiscal Agent); (b) so long as such a Paying Agent exists, a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; and (c) a Registrar and a Transfer Agent. 25.5 Any successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitledexecute and deliver to its predecessor, on behalf of the Issuer, to appoint as a the Guarantor and, where appropriate, the Fiscal Agent, an instrument accepting the appointment under this Agreement, and the successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effectiveAgent, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementan Agent. 6.7 25.6 If the appointment of the Calculation an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation relevant Agent), the Calculation such Agent shall (upon payment of its charges hereunder, except for those charges, if any, under a good faith dispute by the Issuer) on the date on which the termination takes effect deliver to its successor Agent (or, if none, the successor Calculation Agent any Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 25.7 If the Fiscal Agent or any of the other Agents shall change its specified office, it shall give to the Issuer, the Guarantor and where appropriate, the Fiscal Agent not less than 45 days’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer, notice of the change and the address of the new specified office under Condition 12. 25.8 A corporation into which any Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation such Agent shall sell or otherwise transfer all or substantially all of its assets or any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its corporate trust business, shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer and and, where appropriate, the Agent by the Calculation Fiscal Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer and the Guarantors may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 30 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 30 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer and the Guarantors may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer, the Guarantors and the Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer, the Guarantors or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees and the Guarantors agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has and the Guarantors have not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer and the Guarantors, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer Issuers, the Guarantors and the Trustee shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the Guarantors or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer and the Guarantors, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the Guarantors, the Trustee and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer [or the Guarantor] may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Conditions, to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.16.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer [and the Guarantor] may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes Notes, in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer [and the Guarantor] at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes Notes, in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer [and the Guarantor] agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.1 or 6.4, the Issuer [and the Guarantor] has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, Issuer to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer [and the Guarantor] shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties 0010155-0002840 ICM:32405037.8 105 and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent), the Calculation Agent shall shall, on the date on which the such termination takes effect becomes effective, deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, Issuer and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer and the Agent by Agent. 6.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a further financial institution of good standing as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, Issuer to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, Issuer and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the 6.1.1 such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) 6.1.2 notice shall be given in accordance with the Conditions Condition 13 to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1Subclause 6.1 above, if at any time: (a) 6.2.1 the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) 6.2.2 the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable., 6.3 The termination of the appointment pursuant to Subclause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer at least 90 45 days' ’ prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the ConditionsCondition 13. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause 6.4Subclause 6.1 or 6.4 above, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be legally merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any legal merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer and the Agent by Agent. 6.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a reputable financial institution of good standing as successor Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 21.1 The Issuer and the Guarantor may terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 90 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 12 at least 30 days before any the removal or appointment of the Calculation a Paying Agent. 6.2 21.2 Notwithstanding the provisions of subclause 6.1clause 21.1, the Issuer and the Guarantor may forthwith without notice terminate the appointment of an Agent (in which event notice shall be given to the Noteholders under Condition 12 as soon as is practicable) if at any time: (a) time the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 21.3 The termination of the appointment of the Calculation an Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent 21.4 All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 90 days' ’ prior written notice to that effecteffect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, expire less than 45 days before any due date for the payment of interest. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer or, failing the Issuer, the Guarantor shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the resignation to the holders of Noteholders under Condition 12. If the Relevant Notes Fiscal Agent shall resign or be removed pursuant to clause 21.1 or 21.2 above or in accordance with this clause 21.4, the ConditionsIssuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within 10 days of the expiration of such period, the Fiscal Agent may select a leading bank acting through its office in London to act as Fiscal Agent hereunder and the Issuer and the Guarantor shall appoint that bank as the successor Fiscal Agent. 6.5 21.5 Notwithstanding the provisions of subclauses 6.1clauses 21.1, 6.2 21.2 and 6.421.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation an Agent (whether by the Issuer and the Guarantor or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Fiscal Agent; and (b) so long as the Notes are listed on the Luxembourg Stock Exchange, or another stock exchange pursuant to Condition 4(3), as the case may be, and the rules of the Luxembourg Stock Exchange or such other stock exchange so require, a Paying Agent in Luxembourg or in the jurisdiction of such other stock exchange, as the case may be; and (c) so long as the Notes are listed on the Luxembourg Stock Exchange, or another stock exchange pursuant to Condition 4(3), as the case may be, and the rules of the Luxembourg Stock Exchange or such other stock exchange so require, a Replacement Agent in Luxembourg or in the jurisdiction of such other stock exchange, as the case may be. 21.6 Any successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitledexecute and deliver to its predecessor, on behalf of the Issuer, to appoint as a successor Calculation the Guarantor and, where appropriate, the Fiscal Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon an instrument accepting its appointment becoming effectiveunder this Agreement, a and the successor Calculation Agent shall Agent, without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementan Agent. 6.7 21.7 If the appointment of the Calculation a Paying Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the Calculation relevant Paying Agent), the Calculation Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the successor Calculation Agent any Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Paying Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 21.8 If the Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer or, failing the Issuer, the Guarantor notice of the change and the address of the new specified office under Condition 12. 21.9 A corporation into which any Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer and Issuer, the Agent by Guarantor and, where appropriate, the Calculation Fiscal Agent.

TERMINATION OF APPOINTMENT. 6.1 ‌ 21.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Calculation Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 90 days' prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes is are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 12 (“Notices”) at least 30 days before any the removal or appointment of a Paying Agent.‌ 21.2 The termination of the Calculation Agentappointment of a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.2 Notwithstanding the provisions of subclause 6.1, if 21.3 In case at any time: (a) the Calculation time any Paying Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any a substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent it or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or , a successor Paying Agent which shall be a reputable and experienced financial institution of good standing may with the prior approval of the Trustee (bsuch approval not to be unreasonably withheld or delayed) the Calculation Agent fails duly to perform any function or duty imposed on it be appointed by the Conditions and this Agreement, the Issuer may immediately without notice terminate Issuer. Upon the appointment of the Calculation Agent, a successor Paying Agent and acceptance by it of its appointment and (other than in which event notice case of insolvency of the termination Paying Agent when it shall be given to the holders of immediate effect) upon expiry of the Relevant Notes in accordance with notice to be given under Clause 21.4, the Conditions as soon as practicable.Paying Agent so superseded shall cease to be a Paying Agent under this Agreement.‌ 6.3 The termination 21.4 All or any of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent Paying Agents may resign its appointment their respective appointments under this Agreement at any time (without reason and without liability to any person) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effecteffect provided that, in the case of a Paying Agent, so long as any of the Notes are outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the such resignation to the holders of Noteholders under Condition 12 ("Notices"). If the Relevant Notes Principal Paying Agent shall resign or be removed pursuant to Clause 21.1 or in accordance with this Clause 21.4, the ConditionsIssuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee (such approval not to be unreasonably withheld or delayed). If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve (such approval not to be unreasonably withheld or delayed). 6.5 21.5 Notwithstanding the provisions of subclauses 6.1Clauses 21.1, 6.2 21.2 and 6.421.4, so long as any of the Relevant Notes is are outstanding, the termination of the appointment of the Calculation a Paying Agent (whether by the Issuer or by the resignation of the Calculation Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a successor Calculation Principal Paying Agent; (b) so long as any Notes are listed on a stock exchange a Paying Agent has been appointed. The Issuer agrees with (which may be the Calculation Agent that if, Principal Paying Agent) having its specified office in the place required by the day falling 10 days before rules and regulations of the expiry relevant stock exchange; and (c) a Paying Agent in a jurisdiction within Europe, other than (i) the jurisdiction in which the Issuer is incorporated and (ii) the Republic of any notice under subclause 6.4Italy. 21.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer has not appointed a replacement Calculation and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation a Paying Agent under this Agreement. 6.7 21.7 If the appointment of the Calculation a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation relevant Paying Agent), the Calculation Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the successor Calculation Agent any Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 21.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12 (“Notices”). 21.9 A corporation into which any Paying Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Paying Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Paying Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawsApplicable Law, become be the successor Calculation Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer and Issuer, the Agent by Trustee and, where appropriate, the Calculation Principal Paying Agent.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer Issuers may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstandingare Outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Condition 14 to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 (2) Notwithstanding the provisions of subclause 6.1sub-clause (1) above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or of any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer Issuers may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions Condition 14 as soon as practicablepracticable thereafter. 6.3 (3) The termination of the appointment pursuant to sub-clause (1) or (2) above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 (4) The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer at least 90 days' ’ prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer Issuers shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the ConditionsCondition 14. 6.5 (5) Notwithstanding the provisions of subclauses 6.1sub-clauses (1), 6.2 (2) and 6.4(4) above, so long as any of the Relevant Notes is outstandingOutstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuers or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees Issuers agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4sub-clause (1) or (4) above, the Issuer has Issuers have not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the IssuerIssuers, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approvestanding. 6.6 (6) Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 (7) If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer Issuers or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 (8) Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the IssuerIssuers, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer Issuers and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 13.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 60 days' ’ prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes is outstanding: (a) in the case of the Principal Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) notice shall be given in accordance with under Condition 13 (Notices) of the Conditions to the holders of the Relevant Notes at least 30 days before any the removal or appointment of the Calculation Principal Paying Agent. 6.2 13.2 Notwithstanding the provisions of subclause 6.1sub-clause 13.1, if at any time: (a) the Calculation an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) in the case of the Calculation Agent Agent, it fails duly to perform any function or duty imposed on it determine the amounts payable as provided in Condition 7.3 (Redemption at the option of the Issuer – Make- Whole Redemption by the Issuer) of the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given (save with respect to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent) notice shall be given to the Noteholders under Condition 13 (Notices) of the Conditions as soon as is practicable. 13.3 On the termination of the appointment of an Agent under subclauses 6.1 or 6.2 the provisions of this clause 13 becoming effective, the relevant Agent shall be entitled to the payment of its fees and the reimbursement of the out-of-pocket expenses properly incurred in connection therewith in accordance with clause 10.1, in each case, for the services rendered up to the date of termination but shall not entitle the Calculation Agent be entitled to any amount other monies by way of compensation but shall be without prejudice to any amount then accrued duecompensation. 6.4 The Calculation Agent 13.4 All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 90 60 days' ’ prior written notice to that effecteffect provided that, in the case of the Principal Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from the Calculation Principal Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the such resignation to the holders Noteholders under Condition 13 (Notices) of the Relevant Notes Conditions. If the Principal Paying Agent shall resign or be removed pursuant to sub- clause 13.1 or in accordance with this sub-clause 13.4, the ConditionsIssuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee (such approval not to be unreasonably withheld or delayed). If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve (such approval not to be unreasonably withheld or delayed). 6.5 13.5 Notwithstanding the provisions of subclauses 6.1sub-clauses 13.1, 6.2 13.2 and 6.413.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation an Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a successor Calculation Agent has been appointed. The Issuer agrees with Principal Paying Agent; (b) so long as any Notes are listed on a stock exchange a paying agent (which may be the Calculation Agent that if, Principal Paying Agent) having its specified office in the place required by the day falling 10 days before rules and regulations of the expiry relevant stock exchange; (c) a paying agent (which may be the Principal Paying Agent) in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated; and (d) a Calculation Agent. 13.6 Upon any resignation or termination becoming effective under this clause 13, the relevant Agent shall be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of any notice under subclause 6.4and subject to clause 10, this clause 13). 13.7 Any successor Agent shall execute and deliver to its predecessor, the Issuer has not appointed a replacement Calculation and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation an Agent under this Agreement. 6.7 13.8 If the appointment of the Calculation Principal Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Principal Paying Agent), the Calculation Principal Paying Agent shall on the date on which the termination takes effect deliver to the its successor Calculation Principal Paying Agent any all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Principal Paying Agent the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 13.9 If the Principal Paying Agent shall change its specified office, it shall give to the Issuer and the Trustee not less than 45 days’ prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 13 (Notices) of the Conditions. 13.10 A corporation into which any Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawsApplicable Law, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer Issuer, the Trustee and, where appropriate, the Principal Paying Agent and the Agent by Noteholders in accordance with Condition 13 (Notices) of the Calculation AgentConditions.

TERMINATION OF APPOINTMENT. 6.1 21.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Calculation Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 45 90 days' prior written notice to that effect, effect provided that, that so long as any of the Relevant Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes under Condition 12 (“Notices”) at least 30 days before any the removal or appointment of the Calculation a Paying Agent. 6.2 Notwithstanding 21.2 The termination of the provisions appointment of subclause 6.1, if a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 21.3 In case at any time: (a) the Calculation time any Paying Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any a substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent it or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or , a successor Paying Agent which shall be a reputable and experienced financial institution of good standing may with the prior approval of the Trustee (bsuch approval not to be unreasonably withheld or delayed) the Calculation Agent fails duly to perform any function or duty imposed on it be appointed by the Conditions and this Agreement, the Issuer may immediately without notice terminate Issuer. Upon the appointment of the Calculation Agent, a successor Paying Agent and acceptance by it of its appointment and (other than in which event notice case of insolvency of the termination Paying Agent when it shall be given to the holders of immediate effect) upon expiry of the Relevant Notes in accordance with notice to be given under Clause 21.4, the Conditions as soon as practicablePaying Agent so superseded shall cease to be a Paying Agent under this Agreement. 6.3 The termination 21.4 All or any of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent Paying Agents may resign its appointment their respective appointments under this Agreement at any time (without reason and without liability to any person) by giving to the Issuer and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effecteffect provided that, in the case of a Paying Agent, so long as any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the such resignation to the holders of Noteholders under Condition 12 (“Notices”). If the Relevant Notes Principal Paying Agent shall resign or be removed pursuant to Clauses 21.1 or in accordance with this Clause 21.4, the ConditionsIssuer shall promptly and in any event within 30 days appoint a successor approved by the Trustee (such approval not to be unreasonably withheld or delayed). If the Issuer fails to appoint a successor within such period, the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Trustee shall approve (such approval not to be unreasonably withheld or delayed). 6.5 21.5 Notwithstanding the provisions of subclauses 6.1Clauses 21.1, 6.2 21.2 and 6.421.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation a Paying Agent (whether by the Issuer or by the resignation of the Calculation Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a successor Calculation Principal Paying Agent; (b) so long as any Notes are listed on a stock exchange a Paying Agent has been appointed. The Issuer agrees with (which may be the Calculation Agent that if, Principal Paying Agent) having its specified office in the place required by the day falling 10 days before rules and regulations of the expiry relevant stock exchange; and (c) a Paying Agent in a jurisdiction within Europe, other than (i) the jurisdiction in which the Issuer is incorporated and (ii) the Republic of any notice under subclause 6.4Italy. 21.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Issuer has not appointed a replacement Calculation and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation a Paying Agent under this Agreement. 6.7 21.7 If the appointment of the Calculation a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation relevant Paying Agent), the Calculation Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the successor Calculation Agent any Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any 21.8 If the Principal Paying Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer, the Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Principal Paying Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 12 (“Notices”). 21.9 A corporation into which any Paying Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Paying Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Paying Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawsApplicable Law, become be the successor Calculation Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer and Issuer, the Agent by Trustee and, where appropriate, the Calculation Principal Paying Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may terminate 16.1 If the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstandingExecutive: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect guilty of any Relevant Notes; and serious or repeated breach of his obligations under this agreement and any consent granted under it (b) notice shall be given in accordance with the Conditions including neglecting to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidationdiligently discharge his duties); or (b) is guilty of serious misconduct or any other conduct which affects or is likely to materially prejudice the Calculation Agent interests of the Company or the Group or is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); or (c) becomes bankrupt or makes any arrangement or composition with his creditors; or (d) is disqualified from being a director of any company by reason of an order made by any competent court; or (e) resigns as a director without the prior consent of the Board; or (f) is guilty of any material breach or non-observance of any code of conduct, rule or regulation referred to in Clause 15 or fails duly or ceases to be registered (where such registration is, in the reasonable opinion of the Board, necessary for the performance of his duties) by any regulatory body in the United Kingdom or elsewhere, the Company may (whether or not any notice of termination has been given under Subclause 2.2) by written notice to the Executive terminate the Appointment with immediate effect. 16.2 The Company may at any time (whether or not any notice of termination has been given under Subclause 2.2) terminate the Appointment with immediate effect by giving notice in writing to the other party on terms that the Company will pay to the Executive, in lieu of notice under Subclause 2.2, a sum equal to the salary and the value of contractual benefits in respect of that part of the period of notice in clause 2.2 which the Company has not given the Executive. If the Executive is paid salary and benefits in lieu of notice he will not be entitled to any additional payment in respect of holiday or bonus which he would otherwise have accrued during the notice period or the remainder of the notice period. 16.3 Clause 3.2 allows the Company to suspend any of the Executive’s duties and powers during any period after notice of termination of the Appointment has been given by the Company or the Executive. In particular, the Company may exercise this right where the Executive leaves the Company’s employment in circumstances where it is reasonable for the Company to believe that he is or is about to become concerned in a business, carried on, or about to commence, which is, or is likely to be, competitive with any part of the business of any Group Company with which the Executive was engaged or concerned in the 12 months before the suspension started. In addition or alternatively, the Company may during the whole or any part of such period of notice require the Executive to perform duties (including any function or duty imposed on it modified duties arising from an exercise by the Conditions Company of its rights under Subclause 3.2) at such locations as the Company may reasonably require consistent with Clause 4. Throughout any such period of suspension the Executive’s salary and other benefits to which he is entitled under this Agreementagreement shall continue to be paid or provided by the Company. At any time during such period the Executive will, at the request of the Board, immediately resign, without claim for compensation, his office as a director of the Company and any directorship or other office held by him in any Group Company. 16.4 On the termination of the Appointment in any way (whether lawfully or otherwise) or on either party giving notice to terminate the Appointment or on the Company exercising its right of suspension as mentioned in Subclause 16.3, the Issuer may immediately without notice terminate Executive will at the appointment request of the Calculation AgentBoard immediately: (a) resign all offices held by him in any Group Company (without prejudice to the rights of any party arising out of this agreement or the termination of the Appointment); (b) deliver to the Company all other property in his possession, custody or under his control belonging to any Group Company including (but not limited to) computer equipment, mobile phones, any electrical equipment supplied to the Executive during the course of his employment, business cards, credit and charge cards, security and computer passes, original and copy documents or other media on which information is held in his possession relating to the business or affairs of any Group Company; and (c) transfer (without payment) to the Company (or as the Company may direct) any qualifying or nominee shares provided by it or any third party in any Group Company to him. 16.5 With effect from the date of termination of the Appointment, all the rights and obligations of the parties under this agreement will cease except for those which are expressed to continue after that date and except in relation to any breach of any provision of this agreement before that date. Termination of the Appointment will not prejudice any other rights of the Company or the Executive. 16.6 If the Executive’s remuneration falls to be assessed for the purpose of calculating compensation or damages for breach of this agreement, the parties acknowledge and agree that he has no right to or legitimate expectation of any future increase in remuneration or any future payment of a bonus. 16.7 If during the Appointment or during the period in which event notice any of the termination shall be given restrictions in this Clause operate after the Termination Date, any person makes any offer to the holders Executive of employment or of a contract for services or of consultancy or any other contract which would or might involve the Relevant Notes Executive in being in breach of any of those restrictions, the Executive must bring the terms of this Clause to the attention of that person. 16.8 If during the Appointment the Executive is granted participation in a share option or share incentive scheme, any extinction or curtailment of any rights or benefits under the scheme by reason of any transfer of his employment or its termination, howsoever arising, will not form part of any claim for damages for breach of this agreement or compensation under any statutory provision. The effect of any such transfer, suspension or termination on the Executive’s rights or benefits under the scheme will be determined in accordance with the Conditions as soon as practicable. 6.3 The termination rules, terms and conditions of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall scheme and not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditionsprovisions (other than this Subclause) of this agreement. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer Bank may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Conditions, to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1clause 6.1 above, if at any time:time:‌ (a) the Calculation Agent becomes incapable of acting, or is adjudged adjusted bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer Bank may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to clause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer Bank at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer Bank shall promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses clauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Bank or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer Bank agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause clauses 6.1 or 6.4, the Issuer Bank has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the IssuerBank, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer Bank shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer Bank or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the IssuerBank, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer Bank and the Fiscal Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may may, with the prior written approval of the Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' ’ prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause sub-clause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer Issuer, with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed), may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses sub-clause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement (for any reason whatsoever but without any obligation to give any reason therefor) at any time by giving to the Issuer and the Trustee at least 90 45 days' ’ prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly as soon as reasonably practicable give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses sub-clauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent approved in writing by the Trustee has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause sub-clause 6.4, the Issuer has not appointed a replacement Calculation AgentAgent approved in writing by the Trustee, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which standing. Upon its resignation, the Issuer Calculation Agent shall approvebe discharged of and from any and all further obligations arising in connection with this Agreement. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawsApplicable Laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the Trustee and the Principal Paying Agent (as defined in the Conditions) by the Calculation Agent. 6.9 Notwithstanding anything in this Agreement to the contrary, the Calculation Agent shall not be responsible or liable for any delay or failure to perform under this Agreement or for any Losses, Expenses or Liabilities resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Calculation Agent including without limitation: strikes, work stoppages, acts of war, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Calculation Agent be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 (2) Notwithstanding the provisions of subclause 6.1(1), if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 (3) The termination of the appointment of the Calculation Agent under subclauses 6.1 subclause (1) or 6.2 (2) shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 (4) The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions. 6.5 (5) Notwithstanding the provisions of subclauses 6.1(1), 6.2 (2) and 6.4(4), so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4(4), the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 (6) Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 (7) If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 (8) Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may [and the Guarantor] may, with the prior written approval of the Trustee, vary or terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Conditions, to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.16.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer [and the Guarantor] may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer Issuer[, the Guarantor] and the Trustee at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall shall, at the expense of the Calculation Agent, promptly give notice of the resignation thereof to the holders of the Relevant Notes in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer Issuer[, the Guarantor] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees [and the Guarantor each] agree with the Calculation Agent that if, by the day falling 10 ten days before the expiry of any notice under subclause subclauses 6.1 or 6.4, the Issuer has [and the Guarantor] [has/have] not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer [and the Guarantor], to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer [and the Guarantor] shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the IssuerIssuer [and the Guarantor], and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer Issuer[, the Guarantor], the Trustee and the Principal Paying Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 7.1 The Issuer may and the CBC may, each with the prior written approval of the Security Trustee, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 calendar days' prior written notice to that effect, provided that, so long as any of the Relevant Notes Covered Bonds is outstanding: (a) the : such notice shall not expire less than 45 calendar days before any date on which any calculation or payment is due to be made in respect of any Relevant NotesCovered Bonds; and (b) and notice shall be given in accordance with the Conditions to the holders of the Relevant Notes Covered Bonds at least 30 days before any removal of the Calculation Agent. 6.2 7.2 Notwithstanding the provisions of subclause 6.1Clause 7.1, if at any time: (a) : the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) or the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer or the CBC, each with the prior written approval of the Security Trustee, may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes Covered Bonds in accordance with the Conditions as soon as practicablepossible. 6.3 7.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 Clause 7.1 or 6.2 7.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.of 6.4 7.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer Issuer, the CBC and the Security Trustee at least 90 ninety (90) calendar days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes Covered Bonds in accordance with the Conditions. 6.5 7.5 Notwithstanding the provisions of subclauses 6.1Clauses 7.1, 6.2 7.2 and 6.47.4, so long as any of the Relevant Notes Covered Bonds is outstanding, the termination of the appointment of the Calculation Agent calculation agent (whether by the Issuer Issuer, the CBC or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent calculation agent approved in writing by the Security Trustee has been appointed. The Issuer agrees and the CBC agree with the Calculation Agent that if, by the day falling 10 ten (10) calendar days before the expiry of any notice under subclause 6.4Clause 7.4, the Issuer has and the CBC have not appointed a replacement Calculation AgentAgent approved in writing by the Security Trustee, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer and the CBC, to appoint as a successor Calculation Agent calculation agent in its place a reputable financial institution of good standing which the Issuer Issuer, the CBC and the Security Trustee shall approve. 6.6 7.6 Upon its appointment becoming effective, a successor Calculation Agent calculation agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 7.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer and the CBC or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent calculation agent any records concerning the Relevant Notes Covered Bonds maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 7.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer and the CBC, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer Issuer, the CBC, the Security Trustee and the Principal Paying Agent by the Calculation Agent. 7.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable efforts to appoint a reputable financial institution of good standing as successor Calculation Agent, provided the Security Trustee approves in writing thereto.

TERMINATION OF APPOINTMENT. 6.1 The Issuer [and the Guarantor] may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer [and the Guarantor] may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer [and the Guarantor] at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer [and the Guarantor] shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions.Conditions.‌ 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees [and the Guarantor] agree[s] with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has [and the Guarantor] [has/have] not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the IssuerIssuer [and the Guarantor], to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer [and the Guarantor] shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the IssuerIssuer [and the Guarantor], and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer [,the Guarantor] and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer may may, at any time, terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes Instruments is outstandingOutstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant NotesInstruments; and (b) notice shall be given in accordance with the Conditions Conditions, to the holders of the Relevant Notes Instruments at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.1clause 6.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes Instruments in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to clause 6.1 or 6.2 of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of thereof, or require the resignation Fiscal Agent to give notice thereof, to the holders of the Relevant Notes Instruments in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses clauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes Instruments is outstandingOutstanding (as defined in the Agency Agreement), the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause clause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed) and the Calculation Agent shall transmit such files and other information as shall be necessary to permit such successor Calculation Agent to carry out its duties. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the such termination takes effect deliver to the successor Calculation Agent any all records concerning the Relevant Notes Instruments maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or convertedconvened, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer and the Agent by the Calculation Fiscal Agent.

TERMINATION OF APPOINTMENT. 6.1 (1) The Issuer may terminate the appointment of the Calculation any Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 90 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any due date on which any calculation is due to be made in respect for the payment of any Relevant Notesinterest; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes Noteholders under Condition 11 at least 30 days before any the removal or appointment of the Calculation a Paying Agent. 6.2 (2) Notwithstanding the provisions of subclause 6.1(1), if at any time: (a) the Calculation time an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions Noteholders under Condition 11 as soon as is practicable. 6.3 (3) The termination of the appointment of the Calculation an Agent under subclauses 6.1 or 6.2 this Agreement shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent (4) All or any of the Agents may resign its appointment their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Fiscal Agent at least 90 days' prior written notice to that effecteffect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, expire less than 45 days before any due date for the payment of interest. Following receipt of a notice of resignation from the Calculation a Paying Agent, the Issuer shall promptly promptly, and in any event not less than 30 days before the resignation takes effect, give notice of the resignation to the holders of Noteholders under Condition 11. If the Relevant Notes Fiscal Agent shall resign or be removed pursuant to subclauses (1) or (2) above or in accordance with this subclause (4), the ConditionsIssuer shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer fails to appoint a successor within such period, the Fiscal Agent may select a leading bank acting through its office in London to act as Fiscal Agent hereunder and the Issuer shall appoint that bank as the successor Fiscal Agent. 6.5 (5) Notwithstanding the provisions of subclauses 6.1(1), 6.2 (2) and 6.4(4), so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation an Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Fiscal Agent; and (b) at least two Paying Agents (one of which may be the Fiscal Agent) having specified offices in separate European cities one of which, so long as the Notes are listed on the Luxembourg Stock Exchange, shall be Luxembourg or such other place as the Luxembourg Stock Exchange may approve; and (c) so long as the Notes are listed on the Luxembourg Stock Exchange, a Replacement Agent in Luxembourg. (6) Any successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4shall execute and deliver to its predecessor, the Issuer has not appointed a replacement Calculation and where appropriate, the Fiscal Agent an instrument accepting the appointment under this Agreement, and the successor Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementan Agent. 6.7 (7) If the appointment of the Calculation a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Paying Agent), the Calculation Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the successor Calculation Agent any Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Relevant Notes and Coupons maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release)) and pay to its successor Paying Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 6.8 Any (8) If the Fiscal Agent or any of the other Paying Agents shall change its specified office, it shall give to the Issuer and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Fiscal Agent shall give to the Noteholders on behalf of and at the expense of the Issuer notice of the change and the address of the new specified office under Condition 11. (9) A corporation into which any Agent for the Calculation Agent time being may be merged or converted, converted or any a corporation with which the Calculation Agent may be consolidated, consolidated or any a corporation resulting from any a merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets party shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable lawslaw, become be the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice Notice of any such merger, conversion, conversion or consolidation or transfer shall immediately forthwith be given to the Issuer and Issuer, and, where appropriate, the Agent by the Calculation Fiscal Agent.

TERMINATION OF APPOINTMENT. ‌ 6.1 The Issuer may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the notice shall not expire less than 45 days before any date on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to the holders of the Relevant Notes at least 30 days before any removal of the Calculation Agent.Agent.‌ 6.2 Notwithstanding the provisions of subclause 6.1, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on it by the Conditions and this Agreement, the Issuer may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the holders of the Relevant Notes in accordance with the Conditions as soon as practicable. 6.3 The termination of the appointment of the Calculation Agent under subclauses 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement at any time by giving to the Issuer at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation to the holders of the Relevant Notes in accordance with the Conditions.Conditions.‌‌ 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.4, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer shall approve. 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor with the same effect as if originally named as the Calculation Agent under this Agreement. 6.7 If the appointment of the Calculation Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Calculation Agent), the Calculation Agent shall on the date on which the termination takes effect deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreement. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately be given to the Issuer and the Agent by the Calculation Agent.

TERMINATION OF APPOINTMENT. 6.1 The Issuer [or the Guarantor] may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding: (a) the such notice shall not expire less than 45 days before any date on upon which any calculation payment is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions Conditions, to the holders of the Relevant Notes at least 30 days before prior to any removal of the Calculation Agent. 6.2 Notwithstanding the provisions of subclause 6.16.1 above, if at any time: (a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) the Calculation Agent fails duly to perform any function or duty imposed on upon it by the Conditions and this Agreement, the Issuer [and the Guarantor] may immediately forthwith without notice terminate the appointment of the Calculation Agent, in which event notice of the termination thereof shall be given to the holders of the Relevant Notes Notes, in accordance with the Conditions as soon as practicablepracticable thereafter. 6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent under subclauses 6.1 or 6.2 hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 6.4 The Calculation Agent may resign its appointment under this Agreement hereunder at any time by giving to the Issuer [and the Guarantor] at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice of the resignation thereof to the holders of the Relevant Notes Notes, in accordance with the Conditions. 6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.46.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer [and the Guarantor] agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.1 or 6.4, the Issuer [and the Guarantor] has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer, Issuer to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer [and the Guarantor] shall approveapprove (such approval not to be unreasonably withheld or delayed). 6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties 0010155-0002367 ICM:23324846.7 104 and obligations of its such predecessor with the same like effect as if originally named as the Calculation Agent under this Agreementhereunder. 6.7 If the appointment of the Calculation Agent under this Agreement hereunder is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent), the Calculation Agent shall shall, on the date on which the such termination takes effect becomes effective, deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except those such documents and records which as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities under this Agreementhereunder. 6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto, unless otherwise required by the Issuer, Issuer and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, conversion, consolidation or transfer shall immediately forthwith be given to the Issuer and the Agent by Agent. 6.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a further financial institution of good standing as successor Calculation Agent.