Common use of Appointment and Duties of the Calculation Agent Clause in Contracts

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation of the Make-whole Amount pursuant to § 5(6) of Option I of the Terms and Conditions, the Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in respect of a Series if it shall have been named as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination and shall not have notified the Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: 8.3.1 obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions; and 8.3.2 maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer and the Paying Agent(s). 8.4 Notwithstanding any other provision of § 3(3) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for (a) Unless the calculation of Paying Agent advises the Make-whole Amount pursuant to § 5(6) of Option I of the Terms and Conditions, the Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to having agreed Company that it is unable or unwilling to act as Calculation Agent in with respect to a particular series of a Series if it shall have been named Notes, the Company appoints the Paying Agent at its specified office as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on relation to any series of Notes in respect of which it is required to make any calculation or determination named as such in the related Note for the purposes specified in this Indenture and shall not have notified the Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Termsall matters incidental thereto. 8.2 If the Fiscal (b) The Paying Agent has agreed, or is deemed to have agreed to act accepts its appointment as Calculation Agent, Agent in relation to any series of Notes in respect of which it is named as such in the related Note and shall perform all matters expressed duties expressly to be performed by it in, and otherwise comply with, the Conditions terms and conditions of such series of Notes and the provisions of this Agreement Indenture and, in connection therewith, shall take all such action as may be incidental thereto. If the Calculation Agent is incapable or unwilling to perform its duties hereunder, the Indenture Trustee (or the Company, if the Indenture Trustee is the Calculation Agent) will appoint the Paying Agent or another leading commercial bank to serve as Calculation Agent. Any resignation by or termination of a Calculation Agent shall not be effective until a successor Calculation Agent has been appointed. 8.3 (c) The Calculation Agent shall in respect of each Series a series of Notes in relation to which it is appointed as suchNotes: 8.3.1 (i) obtain such quotes quotations and rates and/or make such determinations, calculations, adjustments, notifications calculations and publications adjustments as may be required under such Notes and provide notice of any applicable interest rate calculations or determinations or periods with respect to be made by it by such Notes to the Conditions at Holders of such Notes upon their request and to each of the times Indenture Trustee, Paying Agent and otherwise the Company, and if such Notes are listed on a Stock Exchange, and the rules of such Stock Exchange so require, such Stock Exchange as soon as possible after the Calculation Agent's determination or calculation of such interest rates or interest rate periods, but in accordance with no event later than the Conditionsfourth (4th) Business Day thereafter or, earlier in the case of notification to a Stock Exchange, if the rules of such Stock Exchange so require; and 8.3.2 (ii) maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer Company, the Indenture Trustee and the Paying Agent(s)Agent. 8.4 Notwithstanding any other provision of § 3(3(d) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the The Calculation Agent shall promptly notify have no liability to the Issuer thereof and the Issuer shall direct Holders of Notes of any series in respect of any determination, calculation, quotation or rate made or provided by the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing sogood faith. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation of the Make-whole Amount pursuant to § 5(6(1) of Option I of the Terms and Conditions, the Fiscal Agent Deutsche Bank or DBTCA may be appointed as Calculation Agent in respect of any Series particular issue of Notes by agreement with the Issuer. The Fiscal Agent Deutsche Bank or DBTCA shall be deemed to having agreed to act as Calculation Agent in respect of a Series particular issue of Notes if it shall have been named as Calculation Agent in the relevant Final Terms not Conditions no later than five Frankfurt business days Business Days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination and shall not have notified the Issuer that it does not wish to be so appointed within three two Frankfurt business days Business Days of receipt by it of the relevant Final TermsConditions. 8.2 (2) If the Fiscal Agent Deutsche Bank or DBTCA has agreed, or is deemed to have having agreed to act as Calculation Agent, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 (3) The Calculation Agent shall in respect of each Series particular issue of Notes in relation to which it is appointed as such: 8.3.1 (a) obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions; and 8.3.2 (b) maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer and the Relevant Paying Agent(s)Agents. 8.4 Notwithstanding any other provision of § 3(3(4) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is does not promptly provided with such direction, or is otherwise unable to make such calculation or determination at any time for any reasonreason determine and/or publish and/or notify the Rate of Interest, the Interest Amount and/or the relevant Interest Payment Date in respect of any Interest Period as provided in this Clause, it shall forthwith notify the Issuer thereof and the Calculation Agent shall be under no obligation to make Relevant Paying Agents of such calculation or determination and shall not incur any liability for not doing sofact. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation of the Make-whole Amount pursuant 13.01 Subject to § 5(6) of Option I of the Terms and Conditionssection 13.03, the Fiscal Issuer and Guarantor appoints the Issuing and Paying Agent may be appointed at its specified office as Calculation Agent in relation to each Series of Covered Bonds in respect of any Series of Notes by agreement with which it is named as such in the Issuer. The Fiscal applicable Final Terms for the purposes specified in this Agreement and in the Conditions and all matters necessarily incidental thereto. 13.02 Subject to section 13.03, the Issuing and Paying Agent shall be deemed to having agreed to act accepts its appointment as Calculation Agent in relation to each Series of Covered Bonds in respect of a Series if it shall have been named as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination named as such in the applicable Final Terms and shall not have notified the Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be necessarily incidental thereto. 8.3 The . Subject to section 13.03, the Issuing and Paying Agent acknowledges and agrees that it shall be named in the applicable Final Terms as Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: 8.3.1 obtain Covered Bonds unless the relevant Dealer (or one of the relevant Dealers) through whom such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance Covered Bonds are issued has agreed with the Conditions; and 8.3.2 maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer and the Paying Agent(s). 8.4 Notwithstanding any other provision of § 3(3) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing to act as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Issuer otherwise agrees to appoint another institution as Calculation Agent. 13.03 In respect of a particular Series of Covered Bonds, the Issuer and Guarantor shall not appoint the Issuing and Paying Agent as the Calculation Agent where the Issuing and Paying Agent has advised the Issuer, in writing and within a reasonable amount of time prior to the issuance of such a Series of Covered Bonds, that it does not have the appropriate financial expertise to perform the role of Calculation Agent. The Issuer shall, at its discretion, select another institution to appoint in place of the Issuing and Paying Agent as the Calculation Agent, would have in respect of such Series of Covered Bonds only; provided that such other institution may not be the effect of increasing the obligations Issuer or duties, or decreasing the rights or protections, an Affiliate of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be)Issuer.

Appointment and Duties of the Calculation Agent. 8.1 Except for 12.01 The Issuer and Guarantor appoint the calculation of the Make-whole Amount pursuant to § 5(6) of Option I of the Terms Issuing and Conditions, the Fiscal Paying Agent may be appointed at its specified office as Calculation Agent in relation to each Series of Covered Bonds in respect of any Series of Notes by agreement with which it is named as such in the Issuer. applicable Final Terms for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto. 12.02 The Fiscal Issuing and Paying Agent shall be deemed to having agreed to act accepts its appointment as Calculation Agent in relation to each Series of Covered Bonds in respect of a Series if it shall have been named as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination named as such in the applicable Final Terms and shall not have notified the Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 . The Issuing and Paying Agent acknowledges and agrees that it shall be named in the applicable Final Terms as Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: 8.3.1 obtain Covered Bonds unless the Dealer (or one of the Dealers) through whom such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance Covered Bonds are issued has agreed with the Conditions; and 8.3.2 maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer and the Paying Agent(s). 8.4 Notwithstanding any other provision of § 3(3) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing to act as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Issuer otherwise agrees to appoint another institution as Calculation Agent. 12.03 In respect of a particular Series of Covered Bonds, the Issuer and Guarantor shall not appoint the Issuing and Paying Agent as the Calculation Agent where the Issuing and Paying Agent has advised the Issuer, in writing and within a reasonable amount of time prior to the issuance of such a Series of Covered Bonds, that it does not have the appropriate financial expertise to perform the role of Calculation Agent. The Issuer shall, at its discretion, select another institution to appoint in place of the Issuing and Paying Agent as the Calculation Agent, would have the effect in respect of increasing the obligations or duties, or decreasing the rights or protections, such Series of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be)Covered Bonds only.

Appointment and Duties of the Calculation Agent. 8.1 Except for (a) Unless the calculation of Paying Agent advises the Make-whole Amount pursuant to § 5(6) of Option I of the Terms and Conditions, the Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in respect of a Series if it shall have been named as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on which Trust that it is required to make any calculation or determination and shall not have notified the Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed unable to act as Calculation Agent, the Trust appoints the Paying Agent at its specified office as Calculation Agent in relation to the Notes in respect of which it is named as such in the relevant Pricing Supplement for the purposes specified in this Indenture and all matters incidental thereto. (b) The Paying Agent accepts its appointment as Calculation Agent in relation to the Notes in respect of which it is named as such in the relevant Pricing Supplement and shall perform all matters expressed expressly to be performed by it in, and otherwise comply with, the Conditions terms and conditions of the Notes and the provisions of this Agreement Indenture and, in connection therewith, shall take all such action as may be incidental thereto. The Paying Agent acknowledges and agrees that it shall be named in the relevant Pricing Supplement as Calculation Agent in respect of the Notes unless the purchasing agents or selling agents (or one of the purchasing agents or selling agents) through whom the Notes are issued has agreed with the Trust to act as Calculation Agent (in which case the purchasing agents or selling agents shall be named as Calculation Agent in the related Pricing Supplement). If the Calculation Agent is incapable or unwilling to perform its duties hereunder, the Indenture Trustee (or the Administrator if the Indenture Trustee is the Calculation Agent) will appoint the Paying Agent or another leading commercial bank to serve as Calculation Agent. Any resignation by or termination of a Calculation Agent shall not be effective until a successor Calculation Agent has been appointed. 8.3 (c) The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as suchthe Notes: 8.3.1 (i) obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications calculations and publications adjustments as may be required under the Notes and provide notice of any applicable interest rate calculations or determinations or periods with respect to be made by it by the Conditions at Notes to the times Holders of the Notes upon their request and otherwise to the Indenture Trustee, Paying Agent, the Trust and Protective Life, and if the Notes are listed on a stock exchange, and the rules of such exchange so require, such exchange as soon as possible after the Calculation Agent’s determination or calculation of such interest rates or interest rate periods, but in accordance with no event later than the Conditionsfourth (4th) Banking Day thereafter or, earlier in the case of notification to a stock exchange, if the rules of such exchange so require; and 8.3.2 (ii) maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer Trust, the Indenture Trustee, Protective Life and the Paying Agent(s)Agent. 8.4 Notwithstanding (d) The Calculation Agent shall have no liability to the Holders of Notes in respect of any other provision of § 3(3) of Option II of the Terms and Conditionsdetermination, ifcalculation, in quote or rate made or provided by the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for (a) Unless the calculation of Paying Agent advises the Make-whole Amount pursuant to § 5(6) of Option I of the Terms and Conditions, the Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in respect of a Series if it shall have been named as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on which Company that it is required to make any calculation unable or determination and shall not have notified the Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed unwilling to act as Calculation Agent, the Company appoints the Paying Agent at its specified office as Calculation Agent in relation to any series of Notes in respect of which it is named as such in the related Pricing Supplement for the purposes specified in this Indenture and all matters incidental thereto. (b) The Paying Agent accepts its appointment as Calculation Agent in relation to any series of Notes in respect of which it is named as such in the related Pricing Supplement and shall perform all matters expressed expressly to be performed by it in, and otherwise comply with, the Conditions terms and conditions of such series of Notes and the provisions of this Agreement Indenture and, in connection therewith, shall take all such action as may be incidental thereto. If the Calculation Agent is incapable or unwilling to perform its duties hereunder, the Indenture Trustee (or the Company if the Indenture Trustee is the Calculation Agent) will appoint the Paying Agent or another leading commercial bank to serve as Calculation Agent. Any resignation by or termination of a Calculation Agent shall not be effective until a successor Calculation Agent has been appointed. 8.3 (c) The Calculation Agent shall in respect of each Series a series of Notes in relation to which it is appointed as suchNotes: 8.3.1 (i) obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications calculations and publications adjustments as may be required under such Notes and provide notice of any applicable interest rate calculations or determinations or periods with respect to be made by it by such Notes to the Conditions at Holders of such Notes upon their request and to the times Indenture Trustee, Paying Agent and otherwise the Company, and if such Notes are listed on a stock exchange, and the rules of such exchange so require, such exchange as soon as possible after the Calculation Agent's determination or calculation of such interest rates or interest rate periods, but in accordance with no event later than the Conditionsfourth (4th) Banking Day thereafter or, earlier in the case of notification to a stock exchange, if the rules of such exchange so require; and 8.3.2 (ii) maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer Company, the Indenture Trustee and the Paying Agent(s)Agent. 8.4 Notwithstanding any other provision of § 3(3(d) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the The Calculation Agent shall promptly notify have no liability to the Issuer thereof and the Issuer shall direct Holders of Notes of any series in respect of any determination, calculation, quote or rate made or provided by the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing sogood faith. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation of the Make-whole Amount pursuant to § 5(6) of Option I of the Terms and Conditions, the 10.1 The Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to treated as having agreed to act accepted its appointment as Calculation Agent in respect of a Series of Notes, if it shall have been named received the form of Final Terms (in draft or final form) naming it as Calculation Agent in the relevant Final Terms not no later than five Frankfurt business days before the Issue Date earliest of: (a) one Banking Day prior to the issue date of the Series of Notes; or, if earlier, (b) one Banking Day prior to the first determination date in respect of the Series of Notes; or (c) ten Banking Days prior to the day on which notice is to be given, where it is required to make be given by publication in any calculation or determination leading newspaper; and shall not have notified the Issuer that it does not wish to be so appointed on the same Banking Day of such receipt in the case of 10.1(a) and 10.1(b) above and within three Frankfurt business days two Banking Days of such receipt by it in the case of the relevant Final Terms. 8.2 If 10.1(c) above. Where the Fiscal Agent has agreed, or is deemed to have agreed to act accepted its appointment as Calculation AgentAgent in relation to a Series of Notes, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 The 10.2 Each Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: 8.3.1 (a) obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Terms and Conditions at the times and otherwise in accordance with the Terms and Conditions; and 8.3.2 (b) maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer and the Paying Agent(s)Agents. 8.4 Notwithstanding any other provision of § 3(3) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation of the Make-whole Early Redemption Amount pursuant to § 5(6) 5[(8)(b)] of Option I of the Terms and Conditions, the Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the relevant Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in respect of a Series if it shall have been named as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination and shall not have notified the relevant Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: 8.3.1 obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions; and 8.3.2 maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the relevant Issuer and the Paying Agent(s). 8.4 Notwithstanding any other provision of § §3(3) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § §3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the relevant Issuer thereof and the relevant Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the relevant Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § §3(3) of Option II the Terms and Conditions, neither the relevant Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation of the Make-whole Amount pursuant to § 5(6) of Option I of the Terms and Conditions, the ‌ 10.1 The Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to treated as having agreed to act accepted its appointment as Calculation Agent in respect of a Series of Notes, if it shall have been named received the form of Final Terms (in draft or final form) naming it as Calculation Agent in the relevant Final Terms not no later than five Frankfurt business days before the Issue Date or, if earlier, earliest of: (a) one Banking Day prior to the issue date of the Series of Notes; or‌ (b) one Banking Day prior to the first determination date in respect of the Series of Notes; or‌ (c) ten Banking Days prior to the day on which notice is to be given, where it is required to make be given by publication in any calculation or determination and leading newspaper; and‌ shall not have notified the Issuer that it does not wish to be so appointed on the same Banking Day of such receipt in the case of 10.1(a) and 10.1(b) above and within three Frankfurt business days two Banking Days of such receipt by it in the case of the relevant Final Terms. 8.2 If 10.1(c) above. Where the Fiscal Agent has agreed, or is deemed to have agreed to act accepted its appointment as Calculation AgentAgent in relation to a Series of Notes, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 The 10.2 Each Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such:such:‌ 8.3.1 (a) obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Terms and Conditions at the times and otherwise in accordance with the Terms and Conditions; and 8.3.2 (b) maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer and the Paying Agent(s)Agents. 8.4 Notwithstanding any other provision of § 3(3) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation ‌ 9.1 The relevant Issuer and each of the Make-whole Amount pursuant to § 5(6) of Option I of Guarantors appoints the Terms and Conditions, the Fiscal Principal Paying Agent may be appointed at its specified office as Calculation Agent in respect of any relation to each Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in respect of a Series if which it shall have been is named as Calculation Agent such in the relevant Final Terms not later than five Frankfurt business days before for the Issue Date or, if earlier, purposes specified in this Agreement and in the first date on Conditions and all matters incidental thereto. 9.2 The Principal Paying Agent accepts its appointment as Calculation Agent in relation to each Series of Notes in respect of which it is required to make any calculation or determination and shall not have notified the Issuer that it does not wish agrees to be so appointed within three Frankfurt business days of receipt by it of named as such in the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it Terms and shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. The Principal Paying Agent acknowledges and agrees that it shall be named in the relevant Final Terms as Calculation Agent in respect of each Series of Notes unless (i) the Principal Paying Agent declines to act, or (ii) the Dealer (or one of the Dealers) through whom such Notes are issued has agreed with the relevant Issuer and each of the Guarantors to act as Calculation Agent, or (iii) the relevant Issuer and each of the Guarantors otherwise agrees to appoint another institution as Calculation Agent. 8.3 9.3 The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: 8.3.1 9.3.1 obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions; and 8.3.2 9.3.2 maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the relevant Issuer and the Paying Agent(s)Agents. 8.4 9.4 The Calculation Agent shall indemnify the relevant Issuer and the Guarantors against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur, otherwise than by reason of the relevant Issuer's own negligence or wilful misconduct, as a result or arising out of or in relation to any breach by the Calculation Agent of the terms of this Agreement or the Calculation Agent's default, own negligence, bad faith or wilful misconduct or that of its officers, directors or employees. The indemnity provided in this Clause 9.4 shall survive the termination or expiry of this Agreement.‌ 9.5 The relevant Issuer, failing whom, each of the Guarantors, shall indemnify the Calculation Agent (together with such Calculation Agent's directors, officers and employees, an "Indemnified Person") against any claim, demand, action, liability, damages, loss, reasonably incurred cost or expense (including, without limitation, legal fees and any applicable value added tax) which it may reasonably incur, other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under this Agreement and otherwise than by reason of the Calculation Agent's own default, bad faith, negligence or wilful misconduct or breach of the terms of this Agreement or that of its officers, directors or employees, as a result or arising out of or in relation to its acting as the agent of the relevant Issuer and any of the Guarantors in relation to the Notes.‌ The indemnity contained in this Clause 9.5 shall survive the termination or expiry of this Agreement. 9.6 Notwithstanding any other provision of § 3(3) Condition 7(d), if following the Issuer's determination of Option II of the Terms and Conditionsany Successor Rate, ifAlternative Rate, Adjustment Spread or Benchmark Amendments (if any), in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and ConditionsCondition 7(d), the Calculation Agent shall promptly notify the relevant Issuer thereof and the that Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable (other than due to its own gross negligence, willful default or fraud) to make such calculation or determination for any reason, it shall notify the such Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and (in the absence of such gross negligence, willful default or fraud) shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 (1) Except for the calculation of the Make-whole Early Redemption Amount pursuant to § 5(6) 5[(6)(b)] of Option I of the Terms and Conditions, the Fiscal Agent may be appointed as Calculation Agent in with respect of to any Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in with respect of to a Series if it shall have been named as Calculation Agent in the relevant applicable Final Terms not later than five Frankfurt business days Business Days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination and shall not have notified the Issuer that it does not wish to be so appointed within three Frankfurt business days Business Days of receipt by it of the relevant Final Terms. 8.2 (2) If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 (3) The Calculation Agent shall in with respect of to each Series of Notes in relation to which it is appointed as such: 8.3.1 (a) obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions, provided that the obligations and the related procedures contained in the Terms and Conditions are not exceeding or conflicting with the provisions in this Agreement; and 8.3.2 (b) maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer and the Paying Agent(s)Agent. 8.4 (4) Notwithstanding any other provision of § 3(3§3([8]) of Option II II, if a Rate Replacement Event has occurred and in the opinion of the Terms and Conditions, if, in the Calculation Agent’s opinion Agent there is any uncertainty between two or more alternative courses of action in when making any a determination or calculation under or if there are different ways of making a determination or calculation pursuant to § 3(3) 3 of Option II of after (a) the Terms Replacement Rate, (b) the Adjustment Spread, if any, and Conditions(c) the Replacement Rate Adjustments have been determined, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct instruct the Calculation Agent in writing as which way of determining or calculating is to which alternative course of action to adopt. If be used; if the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reasoninstruction, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. This shall also apply to the Fiscal Agent and the Paying Agent. 8.5 Notwithstanding any other provision of § 3(3(5) of Option II In the Terms and Conditions, neither event the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments whichReplacement Rate Adjustments would have, in the Calculation Agent’s sole opinion of the Fiscal Agentopinion, Calculation Agent or the Paying Agent, would have the a material effect of increasing the obligations or duties, or decreasing the rights or protections, duties of the Fiscal Agent, Calculation Agent compared to the obligations and duties imposed upon it by the Conditions and this Agreement prior to a Rate Replacement, it shall not be obliged to perform such obligations and duties unless it consents (which consent shall not be unreasonably withheld or delayed). The Issuer is entitled to immediately appoint a successor Calculation Agent without further notice to the Paying Calculation Agent (as if the case may be)consent is refused.

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation of the Make-whole Amount pursuant to § 5(6) of Option I of the Terms and Conditions, 11.1 SEK appoints the Fiscal Agent may be appointed at its specified office as Calculation Agent in respect of relation to any Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent Instruments in respect of a Series if which it shall have been is named as Calculation Agent such in the relevant Final Terms not later than five Frankfurt business days before or Drawdown Prospectus, for the Issue Date orpurposes specified in this Agreement and in the Conditions and all matters incidental thereto. For all other Series of Instruments where a Calculation Agent is required, if earlier, an appointment will be made by SEK pursuant to the first date on pro-forma Master Calculation Agency Agreement contained in Schedule 9 (Pro Forma Master Calculation Agency Agreement) hereto. 11.2 The Fiscal Agent accepts its appointment as Calculation Agent in relation to each Series of Instruments in respect of which it no other person is required to make any calculation or determination and shall not have notified the Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of named as such in the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, Terms or is deemed to have agreed Drawdown Prospectus or appointed by SEK to act as the Calculation Agent, it as the case may be and shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 . The Fiscal Agent acknowledges and agrees that it shall be the Calculation Agent shall in respect of each Series of Notes Instruments unless the Dealer (or one of the Dealers) through whom such Instruments are issued has agreed with the SEK to act as Calculation Agent unless SEK otherwise agrees to appoint another institution as Calculation Agent. 11.3 The Calculation Agent shall, as soon as practically on the Issue Date, in respect of each Series of Instruments in relation to which it is appointed as such: 8.3.1 (a) obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the ConditionsConditions and the Final Terms or Drawdown Prospectus, as the case may be; (b) without delay, inform SEK of such quotes, rates, determinations, calculations, adjustments, notifications and publications; and 8.3.2 (c) maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record records available for inspection at all reasonable times during normal business hours by the Issuer SEK and the Paying Agent(s)Agents. 8.4 Notwithstanding any other provision of § 3(3) of Option II of the Terms and Conditions, if, in the 11.4 The Calculation Agent’s opinion there is obligations under Clause 11.3 above shall only be deemed to be discharged once it has received confirmation from SEK that such notification has been received and that any uncertainty between two quotes, rates, determinations, calculations, adjustments, notifications and publications are accepted by SEK. 11.5 The Calculation Agent indemnifies SEK against any claim, demand, action, liability, damages, cost, loss or more alternative courses expense (including, without limitation, legal fees and any applicable value added tax) which SEK may incur, otherwise than by reason of action SEK’s own negligence or wilful misconduct, as a result or arising out of or in making relation to any determination or calculation under § 3(3) of Option II of the Terms and Conditions, breach by the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect terms of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be)this Agreement.

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation of the Make-whole Amount pursuant to § 5(65 (6) of Option I of the Terms and Conditions, the Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the relevant Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in respect of a Series if it shall have been named as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination and shall not have notified the relevant Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: 8.3.1 obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions; and 8.3.2 maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the relevant Issuer and the Paying Agent(s). 8.4 Notwithstanding any other provision of § 3(3) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the relevant Issuer thereof and the relevant Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the relevant Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the relevant Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for For the calculation purposes of the Make-whole Amount calculating interest pursuant to § 5(6) 3 of Option I II of the Terms and Conditions, Conditions the Fiscal Agent may be appointed as Calculation Agent in respect of any Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in respect of a Series if it shall have been named as Calculation Agent in the relevant Final Terms not later than five Frankfurt business days before the Issue Date or, if earlier, the first date on which it is required to make any calculation or determination and shall not have notified the Issuer that it does not wish to be so appointed within three Frankfurt business days of receipt by it of the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. 8.3 The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: 8.3.1 obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions; and 8.3.2 maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the Issuer and the Paying Agent(s). 8.4 Notwithstanding any other provision of § 3(3) of Option II of the Terms and Conditions, if, in the Calculation Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under § 3(3) of Option II of the Terms and Conditions, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, of the Fiscal Agent, Calculation Agent or the Paying Agent (as the case may be).

Appointment and Duties of the Calculation Agent. 8.1 Except for the calculation 9.1 The relevant Issuer and each of the Make-whole Amount pursuant to § 5(6) of Option I of Guarantors appoints the Terms and Conditions, the Fiscal Principal Paying Agent may be appointed at its specified office as Calculation Agent in respect of any relation to each Series of Notes by agreement with the Issuer. The Fiscal Agent shall be deemed to having agreed to act as Calculation Agent in respect of a Series if which it shall have been is named as Calculation Agent such in the relevant Final Terms not later than five Frankfurt business days before for the Issue Date or, if earlier, purposes specified in this Agreement and in the first date on Conditions and all matters incidental thereto. 9.2 The Principal Paying Agent accepts its appointment as Calculation Agent in relation to each Series of Notes in respect of which it is required to make any calculation or determination and shall not have notified the Issuer that it does not wish agrees to be so appointed within three Frankfurt business days of receipt by it of named as such in the relevant Final Terms. 8.2 If the Fiscal Agent has agreed, or is deemed to have agreed to act as Calculation Agent, it Terms and shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto. The Principal Paying Agent acknowledges and agrees that it shall be named in the relevant Final Terms as Calculation Agent in respect of each Series of Notes unless (i) the Principal Paying Agent declines to act, or (ii) the Dealer (or one of the Dealers) through whom such Notes are issued has agreed with the relevant Issuer and each of the Guarantors to act as Calculation Agent, or (iii) the relevant Issuer and each of the Guarantors otherwise agrees to appoint another institution as Calculation Agent. 8.3 9.3 The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: 8.3.1 9.3.1 obtain such quotes and rates and/or make such determinations, calculations, adjustments, notifications and publications as may be required to be made by it by the Conditions at the times and otherwise in accordance with the Conditions; and 8.3.2 9.3.2 maintain a record of all quotations obtained by it and of all amounts, rates and other items determined or calculated by it and make such record available for inspection at all reasonable times during normal business hours by the relevant Issuer and the Paying Agent(s)Agents. 8.4 Notwithstanding 9.4 The Calculation Agent shall indemnify the relevant Issuer and the Guarantors against any other provision of § 3(3claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) of Option II which it may incur, otherwise than by reason of the Terms and Conditionsrelevant Issuer's own negligence or wilful misconduct, if, as a result or arising out of or in relation to any breach by the Calculation Agent of the terms of this Agreement or the Calculation Agent’s opinion there is any uncertainty between two 's default, own negligence, bad faith or more alternative courses wilful misconduct or that of action its officers, directors or employees. The indemnity provided in making any determination this Clause 9.4 shall survive the termination or calculation under § 3(3) expiry of Option II this Agreement. 9.5 The relevant Issuer, failing whom, each of the Terms and ConditionsGuarantors, shall indemnify the Calculation Agent shall promptly notify (together with such Calculation Agent's directors, officers and employees, an "Indemnified Person") against any claim, demand, action, liability, damages, loss, reasonably incurred cost or expense (including, without limitation, legal fees and any applicable value added tax) which it may reasonably incur, other than such costs and expenses as are separately agreed to be reimbursed out of the Issuer thereof fees payable under this Agreement and the Issuer shall direct otherwise than by reason of the Calculation Agent Agent's own default, bad faith, negligence or wilful misconduct or breach of the terms of this Agreement or that of its officers, directors or employees, as a result or arising out of or in writing as relation to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. 8.5 Notwithstanding any other provision of § 3(3) of Option II the Terms and Conditions, neither the Issuer nor the Independent Adviser (its acting as the case may be) shall be able to effect any Benchmark Amendments which, in the sole opinion agent of the Fiscal Agent, Calculation Agent or the Paying Agent, would have the effect of increasing the obligations or duties, or decreasing the rights or protections, relevant Issuer and any of the Fiscal Agent, Calculation Agent Guarantors in relation to the Notes. The indemnity contained in this Clause 9.5 shall survive the termination or the Paying Agent (as the case may be)expiry of this Agreement.