Common use of Appointment of Agents Clause in Contracts

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each Issuerof the Issuers and the Guarantor (and for the purposes only of subclause 2.5 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions and electing a Common Safekeeper in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGNNGN or a Global Registered Note which is held under the NSS; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Temporary Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (d) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (e) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms, provided that, without prejudice to clause 25.7 hereof, where the Principal Paying Agent gives written notice to the Issuer and the Guarantor (such notice to be given as soon as reasonably practicable after being requested to perform the role of Calculation Agent in respect of a particular issue of Notes) that it is unable to fulfil the obligations of the Calculation Agent in respect of such Notes, the Issuers and the Guarantor agree that the relevant Issuer, and if applicable, the Guarantor, will appoint an alternative Calculation Agent to fulfil such obligations in respect of such Notes by executing a Calculation Agency Agreement in the form provided in Schedule 1 hereto; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 (a) Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerof the Issuers and the Guarantor (and, for the purposes only of subclause 2.5 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 (b) In relation to each issue of Eurosystem-eligible NGNsNGNs or Global Registered Notes which are held under the NSS, each the relevant Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeperCommon Safekeeper. From time to time, the relevant Issuer Issuers and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges The Issuers acknowledge that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of each of the Issuers, the Guarantor (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of each of the Issuers, the Guarantor (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and authenticating and delivering Definitive Registered Notes; (b) giving effectuation instructions in respect of each Registered Global Note which is intended to be held under the NSS; (c) paying sums due on Registered Notes and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are held under the NSS; and (d) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9 and including those set out in Schedule 3, where the relevant Registered Global Note is intended to be held under the NSS. The Registrar may from time to time, subject to the prior written consent of the relevant Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 11 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the relevant Issuer, the Guarantor, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the relevant Issuer and/or the Guarantor to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms, subject to the Agent having received a communication naming it as Calculation Agent no later than five Business Days before the relevant 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 Business Days of receipt of such communication; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg Clearstream as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg Clearstream to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 In the event that Notes are issued in definitive form and that the Agent, or a Paying Agent, gives notice to the Issuer that it is unable to perform its functions and duties as set out in this Agreement, insofar as they relate to Notes in definitive form, the Issuer shall appoint an additional agent who will perform such functions and duties. 2.5 The Agent may, if it deems it appropriate, delegate certain of its functions and duties set out in this Agreement, to another agent (the Delegate) as it may select in its discretion. The Issuer acknowledges the possibility of, and acquiesces in, such delegation. The Agent acknowledges that, in the absence of any direct contractual relationship between the Issuer and the Delegate, the Agent shall be liable for any act or omission of the Delegate in carrying out the relevant functions and duties as if such act or omission were its own. 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)MiFID II); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final TermsPricing Supplement; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint. 2.5 Once FATCA enters into force, the Agent undertakes, as soon as reasonably practicable, (i) to inform the Issuer of its FATCA status and (ii) to inform the Issuer of any change regarding such status.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms, provided that such Final Terms shall have been provided to the Agent no later than four 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 two Business Days of having been provided with such Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 In the event that Definitive Notes are issued and the Agent informs the Issuer that it is unable to perform its obligations under this Agreement, the Issuer shall, with the prior consent of the Dealers, forthwith appoint an additional agent to perform such obligations. 2.5 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Fiscal Agent is appointed, and the Fiscal Agent agrees to act, as agent issuing and Fiscal Agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) and making all notations on Temporary Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) and making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNsterms; (ed) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (fe) exchanging Talons for Coupons in accordance with the Conditions; (gf) unless another paying agent is specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in Conditions as supplemented by the applicable Pricing SupplementFinal Terms; (hg) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ih) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ji) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kj) unless another paying agent is specified in the applicable Final Terms, acting as Calculation Agent in respect of Notes where named as such in the applicable Final TermsNotes; and (lk) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation Each Transfer Agent is appointed, and each Transfer Agent agrees to each issue act, as transfer agent of Eurosystemthe Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Individual Note Certificates and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of the Issuer, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-eligible NGNsU.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, each Issuer hereby authorises and instructs the Agent Registrar agrees to elect either Euroclear or Clearstreamact, Luxembourg as common safekeeper. From registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Unrestricted Global Certificates and Restricted Global Certificates and delivering Individual Note Certificates; and (b) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in Clause 9. 2.6 The Registrar may from time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right prior written consent of Euroclear the Issuer, delegate certain of its functions and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper duties set out in relation to any such issue and agrees that no liability shall attach this Agreement to the Agent in respect of any such election made by itFiscal Agent. 2.4 2.7 The obligations of the Paying Agents under this Agreement are several and not joint. 2.8 The Fiscal Agent is authorised and regulated by the United Kingdom Financial Conduct Authority. 2.9 Each of the parties hereto acknowledge that any Notes issued under the Programme on or after the date of this Agreement shall be issued pursuant to this Agreement.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each IssuerIssuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) 2.1.1 completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) 2.1.2 giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) 2.1.3 giving effectuation instructions and electing a Common Safekeeper in respect of each Registered Global Note which is held under the NSS; 2.1.4 exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, , (i) making all notations on Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; 2.1.5 exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (ei) making all notations on Permanent Bearer Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; 2.1.6 paying sums due on Global NotesNotes in bearer form, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) 2.1.7 exchanging Talons for Coupons in accordance with the Conditions; (g) 2.1.8 unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) 2.1.9 arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) 2.1.10 ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) 2.1.11 subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) 2.1.12 acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) 2.1.13 performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each IssuerIssuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.3 The Transfer Agent is appointed, and the Transfer Agent agrees to act, as transfer agent of each Issuer and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of each Issuer and the Guarantor, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of each Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: 2.5.1 completing, authenticating and delivering Registered Global Notes and authenticating and delivering Definitive Registered Notes; 2.5.2 paying sums due on Registered Notes; and 2.5.3 performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in Clause 9. The Registrar may from time to time, subject to the prior written consent of ENEL and/or ENEL N.V., delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.6 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii) each issue of Notes intended to be held under the NSS, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each IssuerIssuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsNGNs making all notations on Global Notes as required by their terms; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer and the Guarantor (if applicable) for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant IssuerIssuer and/or the Guarantor, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsrequire; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of for each IssuerIssuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Issuer the Issuers hereby authorises authorise and instructs instruct the Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer Issuers, the Guarantor and the Agent may agree to vary this election. Each Issuer and the Guarantor acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. ‌ 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each Issuerthe Issuer and the Guarantors (and, for the purposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) completing, authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantors for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer and the Guarantors (and, for the purposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg Clearstream to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or a Potential Event of Default shall have occurred or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 10 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Guarantors, the Agent and the other Paying Agents require the Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Agent and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of- pocket expenses of the Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer and the Guarantors to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent. 2.5 The obligations of the Paying Agents under this Agreement are several and not joint. 2.6 The Agent is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Nothing in this Agreement shall require the Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or to lend money to the Issuer.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerof the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsrequire; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerof the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the relevant Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 The Principal Paying Agent is appointed at its specified office, and the Principal Paying Agent agrees to act, as Calculation Agent in relation to each Series of Notes in respect of which it is named as such in the relevant Final Terms (or in any drawdown prospectus as the case may be) for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto, provided that it has not notified the relevant Issuer that it does not wish to be so appointed within three business days of receipt of a draft of such Final Terms (or drawdown prospectus as the case may be). In respect of such Series of Notes, the Principal Paying Agent 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 (or drawdown prospectus as the case may be) as Calculation Agent in respect of each Series of Notes unless the Dealer (or one of the Dealers) through whom such Notes are issued has agreed with the relevant Issuer to act as Calculation Agent or the relevant Issuer otherwise agrees to appoint another institution as Calculation Agent. The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such: (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 (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 records available for inspection at all reasonable times by the relevant Issuer and the Agents. 2.6 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under the NSS, the relevant Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or and/or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant each Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges The Issuers acknowledge that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees agree that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 (1) The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) and making all notations on Temporary Bearer Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) and making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNsterms; (ed) paying sums due on Global NotesNotes in bearer form, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsCoupons; (fe) exchanging Talons for Coupons in accordance with the Conditions; (gf) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hg) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ih) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ji) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU) in the European Economic Area or in a UK regulated market (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lj) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 (2) Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation (3) The Transfer Agent is appointed, and the Transfer Agent agrees to each issue act, as transfer agent of Eurosystemthe Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. (4) The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of the Issuer, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-eligible NGNsU.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. (5) The Registrar is appointed, each Issuer hereby authorises and instructs the Agent Registrar agrees to elect either Euroclear or Clearstreamact, Luxembourg as common safekeeperregistrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Regulation S Global Notes and Rule 144A Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. From The Registrar may from time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right prior written consent of Euroclear the Issuer, delegate certain of its functions and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper duties set out in relation to any such issue and agrees that no liability shall attach this Agreement to the Agent in respect of any such election made by itPrincipal Paying Agent. 2.4 (6) The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Fiscal Agent is appointed, and the Fiscal Agent agrees to act, as fiscal agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Bearer Temporary Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Global Bearer Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsrequire; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Fiscal Agent.‌ 2.5 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Fiscal Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Fiscal Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by it. 2.4 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Registered Global Note which is held under NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) paying sums due on Global Notes in bearer form, Definitive Bearer Notes and Coupons; (g) exchanging Talons for Coupons in accordance with the relevant Conditions; (gh) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (i) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the relevant Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hj) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the relevant Conditions; (ik) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent relevant authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jl) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))Terms; (km) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (ln) performing all other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.3 In relation to (i) each issue of Eurosystem-eligible NGNs, and (ii) each issue of notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From , which election may vary from time to time, provided that each change shall have been agreed between the relevant Issuer and the Agent may agree to vary this electionPrincipal Paying Agent. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.5 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of the Issuer, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations in respect of the Notes held on behalf of DTC and duties imposed upon it by the relevant Conditions and this Agreement. 2.6 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Regulation S Global Notes and Rule 144A Global Notes and authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each Issuerthe Issuer and the Guarantors (and for the purposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer and/or any Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer and the Guarantors (and for the purposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 10 (Application of Moneys) of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Guarantors, the Agent and the other Paying Agents require the Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Agent and other Paying Agent respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee’s liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Agent and the other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer and the Guarantors to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Paying Agent. 2.5 In the event that Definitive Notes are issued and the Paying Agent informs the Issuer that it is unable to perform its obligations under this Agreement (it being agreed that the Paying Agent will inform the Issuer forthwith of this necessity), the Issuer shall forthwith appoint an additional agent in accordance with Clause 21 which is able to perform such obligations. 2.6 The obligations of the Paying Agents under this Agreement are several and not joint. 2.7 The Agent shall not be under any obligation to take any action under this Agreement that may result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it. 2.8 The Agent shall act as Calculation Agent in relation to a particular series of Notes if it is specified as such in the Final Terms relating to such series unless the Agent gives notice to the Issuer, within two days of receiving the draft relevant Final Terms that it is unable to act as Calculation Agent in relation to such Notes.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent Principal Paying Agent of each Issuerthe Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Floating Rate Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant IssuerIssuer and/or the Guarantor, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of the each Issuerof Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; and (b) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the relevant Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii) each issue of Notes intended to be held under the NSS, each the relevant Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant each Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges The Issuers acknowledge that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless (in the case of Exempt Notes) otherwise specified in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU) in the European Economic Area or a UK regulated market (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint. 2.5 Notwithstanding anything else herein contained, the Paying Agents may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to Norway, the United States of America or any jurisdiction forming a part of it and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the relevant Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the relevant Conditions, unless otherwise specified in the case of Exempt Senior Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the relevant Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Senior Notes may not be listed on a regulated market as defined in MiFID II in the Markets EEA or a UK regulated market (as defined in Financial Instruments Directive Regulation (Directive 2014/65/EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA)); (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum. 2.2 The Agent Bank is appointed, and the Agent Bank agrees to act, as agent bank of the Issuer upon the terms and subject to the conditions set out below, for the purposes of acting as Agent Bank in respect of the Conditions of the Subordinated Notes. 2.3 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.3 2.4 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii) each issue of Notes intended to be held under NSS, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.5 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.6 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed), delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.7 At any time after an Event of Default or a Potential Event of Default, in the case of Senior Notes, or an Enforcement Event or a Potential Enforcement Event, in the case of Subordinated Notes, (each as defined in the Trust Deed) shall have occurred and be continuing or the Senior Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (with such consequential amendments as the Trustee shall deem reasonably necessary and save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.8 The Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents agree to act as such for any Successor in Business (as defined in the relevant Conditions), or any other Subsidiary of the Issuer (in each case, the Substituted Issuer) which for the time being is substituted as principal debtor in place of the Issuer pursuant to the relevant Conditions and the Trust Deed and to enter into any agreement supplemental to this Agreement which in the opinion of the Trustee is necessary or desirable in connection with such substitution subject only to: (a) the Principal Paying Agent being satisfied that the Substituted Issuer has been accepted as such by the Trustee; and (b) the Substituted Issuer being bound by all the provisions of this Agreement in place of or in addition to the Issuer or any predecessor Substituted Issuer. 2.9 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNsterms; (ed) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsCoupons; (fe) exchanging Talons for Coupons in accordance with the Conditions; (gf) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hg) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ih) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ji) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kj) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lk) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation The Registrar is appointed, and the Registrar agrees to each issue act, as registrar of Eurosystem-eligible NGNsthe Issuer, each Issuer hereby authorises upon the terms and instructs subject to the Agent to elect either Euroclear or Clearstreamconditions set out below, Luxembourg as common safekeeperfor the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. From The Registrar may from time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right prior written consent of Euroclear the Issuer, delegate certain of its functions and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper duties set out in relation to any such issue and agrees that no liability shall attach this Agreement to the Agent in respect of any such election made by itPrincipal Paying Agent. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as rincipal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Floating Rate Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or and/or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.5 below, the Note Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsrequire; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.5 below, the Note Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 The Agent Bank is appointed, and the Agent Bank agrees to act, as agent bank of the Issuer (and, for the purposes only of subclause 2.5 below, the Note Trustee), upon the terms and subject to the conditions set out below, for the purposes of making determinations in respect of the Notes and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Note Trustee shall have received any money which it proposes to pay under clause 10 (Application of Moneys) of the Note Trust Deed to the relevant Noteholders and/or Couponholders, the Note Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the other Paying Agents and the Agent Bank require the Principal Paying Agent, the other Paying Agents and the Agent Bank pursuant to this Agreement: (i) to act thereafter, until instructed otherwise by the Note Trustee, as Principal Paying Agent, Paying Agents and Agent Bank respectively of the Note Trustee in relation to payments to be made by or on behalf of the Note Trustee under the terms of the Note Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Note Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Agents shall be limited to the amounts for the time being held by the Note Trustee on the trusts of the Note Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Note Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Note Trustee or as the Note Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Note Trustee and not to the Principal Paying Agent. 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. ‌ 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes;Notes;‌ (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs;NGNs;‌ (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5;‌ (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU));require;‌ (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg Clearstream as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg Clearstream to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 In the event that Notes are issued in definitive form and that the Agent, or a Paying Agent, gives notice to the Issuer that it is unable to perform its functions and duties as set out in this Agreement, insofar as they relate to Notes in definitive form, the Issuer shall appoint an additional agent who will perform such functions and duties.‌ 2.5 The Agent may, if it deems it appropriate, delegate certain of its functions and duties set out in this Agreement, to another agent (the Delegate) as it may select in its discretion. The Issuer acknowledges the possibility of, and acquiesces in, such delegation. The Agent acknowledges that, in the absence of any direct contractual relationship between the Issuer and the Delegate, the Agent shall be liable for any act or omission of the Delegate in carrying out the relevant functions and duties as if such act or omission were its own. 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 (1) The Agent is appointed, and the Agent agrees to act, as agent of each Issuerthe Issuers and the Guarantor (and, for the purposes of sub-clause (4) below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued by the relevant Issuer under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities and relevant Stock Exchange such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities and relevant Stock Exchange may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement (including, without limitation, each of the duties set out in Schedule 3 (Additional Duties of the Agent) hereto) and the Procedures Memorandum. 2.2 (2) Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe relevant Issuer and the Guarantor (and, for the purposes of sub-clause (4) below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 (3) In relation to each issue of Eurosystem-eligible NGNs, each Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this electionelection in respect of NGNs issued by such Issuer. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg jointly to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 (4) At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the relevant Issuer, the Guarantor and the Agent and the other Paying Agents, if any, require the Agent and the other Paying Agents, if any, pursuant to this Agreement: (i) to act thereafter as Agent and other Paying Agents respectively, if any, of the Trustee mutatis mutandis on the terms provided in this Agreement (save that the Trustee’s liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Agent and the other Paying Agents, if any, shall be limited to the amounts in respect of the Notes of the relevant Series for the time being held by the Trustee on the trusts of the Trust Deed) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Agent or other Paying Agents, if any, is obliged not to release by any law or regulation; and (b) by notice in writing to the relevant Issuer and the Guarantor require the relevant Issuer and the Guarantor to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent. (5) The obligations of the Paying Agents under this Agreement are several and not joint. (6) The Agent is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the FCA and the PRA. (7) Nothing in this Agreement shall require the Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets 2000 (Regulated Activities) Order 2001, or to lend money to any Issuer.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each Issuerof the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) and making all notations on Temporary Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) and making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNsterms; (ed) paying sums due on Global NotesNotes in bearer form, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsCoupons; (fe) exchanging Talons for Coupons in accordance with the Conditions; (f) determining the end of the Distribution Compliance Period applicable to each Tranche on the basis of the information received from the relevant Dealer or the Lead Manager, as the case may be, and in accordance with clause 5; (g) unless otherwise specified in the applicable Final Terms or applicable Pricing Supplement, as the case may be, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of of, and at the expense of and the request of, the relevant Issuer and/or the Guarantor (where the relevant Issuer is ASB Finance) for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant IssuerIssuer and/or the Guarantor (where the relevant Issuer is ASB Finance), all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final TermsTerms or applicable Pricing Supplement, as the case may be; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 In the event that any Definitive Notes are to be issued in accordance with the Conditions and this Agreement and a Paying Agent has notified the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) in writing that it is unable to perform its obligations under this Agreement with respect to such Definitive Notes, the relevant Issuer and/or the Guarantor (where the relevant Issuer is ASB Finance) shall forthwith, and in any event prior to the issue of the relevant Definitive Notes, appoint an additional paying agent in the same city as the relevant Paying Agent in order to perform such obligations with respect to the relevant Definitive Notes only and shall notify the Noteholders of such appointment in accordance with Condition 16. 2.3 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerof the Issuers and the Guarantor (where the relevant Issuer is ASB Finance), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of each issue of Eurosystem-eligible NGNs, each Issuer hereby authorises the Issuers and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, Guarantor (where the relevant Issuer is ASB Finance), upon the terms and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right conditions set out below for the purposes of Euroclear effecting transfers of Definitive Registered Notes and Clearstream, Luxembourg to jointly determine that performing all the other shall act obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as common safekeeper in relation to any such issue registrar of each of the Issuers and agrees that no liability shall attach the Guarantor (where the relevant Issuer is ASB Finance), upon the terms and subject to the Agent conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in respect clause 10. The Registrar may from time to time delegate certain of any such election made by itits functions and duties set out in this Agreement to the Principal Paying Agent. 2.4 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms, subject to the Agent having received a communication naming it as Calculation Agent no later than five Business Days before the relevant 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 Business Days of receipt of such communication; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Issuer hereby appoints each of the Agents as its agent in respect of the Notes in accordance herewith and with the Conditions at their respective specified offices and each of the Agents hereby agrees to act as agent. Each Agent ▇▇▇▇▇▇ agrees to perform the duties required of it by the Conditions and the provisions of this Agreement. 2.2 The Principal Paying Agent is hereby appointed, and the Principal Paying Agent ▇▇▇▇▇▇ agrees to act, as agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Bearer Global Notes and (if required) authenticating or arranging for the authentication on its behalf of, and delivering delivering, Definitive Bearer Notes; (b) giving effectuation instructions and electing a common safekeeper in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Bearer Global Notes, Notes and Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) exchanging Talons for Coupons unless otherwise specified in accordance with the Conditions; (g) applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hg) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the ConditionsNoteholders; (ih) preparing and sending any required reports to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ji) subject to in accordance with the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities it may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsreasonably require; and (lj) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or a common safekeeper. For the purposes of this Agreement, the Principal Paying Agent elects Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 The Each Paying Agent is hereby appointed, and each Paying Agent ▇▇▇▇▇▇ agrees to act, as paying agent of the Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Bearer Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Exchange Agent, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the Exchange Agent, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.6 Unless the parties hereto agree otherwise, none of the Paying Agents, the Transfer Agents under this Agreement are several or the Exchange Agent shall be required to undertake any duties or obligations in connection with the issue of VPS Notes save that each of the Trustee and not jointthe Principal Paying Agent will hold the Trust Deed and make it available for inspection by any holder of VPS Notes on reasonable notice and during normal business hours.

Appointment of Agents. 2.1 The Agent is ▇▇▇▇▇▇ appointed, and the Agent ▇▇▇▇▇▇ agrees to act, as agent of each Issuerof the Issuers, the Guarantor (and, for the purposes of Subclause 2.5 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Relevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant IssuerRelevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require (for the avoidance of doubt, Exempt Notes may not be listed in the European Economic Area on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU, as amended) or a UK regulated market (as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018)); (k) acting as Calculation Agent in respect of Notes where named as such agreed with the Relevant Issuer and/or (in the applicable Final Termscase of Guaranteed Notes) the Guarantor and the relevant Dealer or Lead Manager, as the case may be; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is hereby appointed, and each Paying Agent ▇▇▇▇▇▇ agrees to act, as paying agent of each Issuerof the Issuers and the Guarantor (and for the purposes of Subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Issuer the Issuers hereby authorises authorise and instructs instruct the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Relevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor and the Agent may agree to vary this election. Each Issuer of the Issuers and the Guarantor acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint. 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred or the Trustee shall have received any money which it proposes to pay under clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to each of the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor, the Agent and the other Paying Agents require the Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Agent and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the Trust Deed mutatis mutandis on the terms of this Agreement (save that the Trustee's liability for the indemnification, remuneration and payment of out-of-pocket expenses of the Agent and the other Paying Agents will be limited to the amounts for the time being held by the Trustee in respect of the Notes on the terms of the Trust Deed and available for such purpose) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; or (ii) to deliver all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons, in each case held by them in their capacity as Agent or other Paying Agent, to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to each of the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor, require it to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent. 2.6 The Agent is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. Nothing in this Agreement shall require the Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001, or to lend money to the Issuers. 2.7 Nothing in this Agreement shall require the Agent to assume an obligation of the Issuers arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority or Prudential Regulatory Authority). 2.8 The Agent shall not be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each Issuerof the Issuers and the Guarantor (and for the purposes only of subclause 2.5 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions and electing a Common Safekeeper in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGNNGN or a Global Registered Note which is held under the NSS; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Temporary Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (d) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (e) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms, provided that, without prejudice to subclause 25.7 hereof, where the Principal Paying Agent gives written notice to the relevant Issuer and the Guarantor (such notice to be given as soon as reasonably practicable after being requested to perform the role of Calculation Agent in respect of a particular issue of Notes) that it is unable to fulfil the obligations of the Calculation Agent in respect of such Notes, the Issuers and the Guarantor agree that the relevant Issuer, and if applicable, the Guarantor, will appoint an alternative Calculation Agent to fulfil such obligations in respect of such Notes by executing a Calculation Agency Agreement in the form provided in Schedule 1 hereto; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 (a) Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerof the Issuers and the Guarantor (and, for the purposes only of subclause 2.5 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 (b) In relation to each issue of Eurosystem-eligible NGNsNGNs or Global Registered Notes which are held under the NSS, each the relevant Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeperCommon Safekeeper. From time to time, the relevant Issuer Issuers and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges The Issuers acknowledge that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of each of the Issuers, the Guarantor (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of each of the Issuers, the Guarantor (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and authenticating and delivering Definitive Registered Notes; (b) giving effectuation instructions in respect of each Registered Global Note which is intended to be held under the NSS; (c) paying sums due on Registered Notes and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are held under the NSS; and (d) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9 and including those set out in Schedule 3, where the relevant Registered Global Note is intended to be held under the NSS. The Registrar may from time to time, subject to the prior written consent of the relevant Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 11 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the relevant Issuer, the Guarantor, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the relevant Issuer and/or the Guarantor to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Issuer hereby appoints each of the Agents as its agent in respect of the Notes in accordance herewith and with the Conditions at their respective specified offices and each of the Agents hereby agrees to act as agent. Each Agent ▇▇▇▇▇▇ agrees to perform the duties required of it by the Conditions and the provisions of this Agreement. 2.2 The Principal Paying Agent is hereby appointed, and the Principal Paying Agent ▇▇▇▇▇▇ agrees to act, as agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Bearer Global Notes and (if required) authenticating or arranging for the authentication on its behalf of, and delivering delivering, Definitive Bearer Notes; (b) giving effectuation instructions and electing a common safekeeper in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Bearer Global Notes, Notes and Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) exchanging Talons for Coupons unless otherwise specified in accordance with the Conditions; (g) applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hg) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the ConditionsNoteholders; (ih) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ji) subject to in accordance with the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities it may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsreasonably require; and (lj) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or a common safekeeper. For the purposes of this Agreement, the Principal Paying Agent elects Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 The Each Paying Agent is hereby appointed, and each Paying Agent ▇▇▇▇▇▇ agrees to act, as paying agent of the Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Bearer Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Exchange Agent, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the Exchange Agent, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.6 Unless the parties hereto agree otherwise, none of the Paying Agents, the Transfer Agents under this Agreement are several or the Exchange Agent shall be required to undertake any duties or obligations in connection with the issue of VPS Notes save that each of the Trustee and not jointthe Principal Paying Agent will hold the Trust Deed and make it available for inspection by any holder of VPS Notes on reasonable notice and during normal business hours.

Appointment of Agents. 2.1 The Fiscal Agent is appointed, and the Fiscal Agent agrees to act, as fiscal agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions and electing a common safekeeper in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the end of the Distribution Compliance Period (if any) applicable to each Tranche; (i) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hj) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ik) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jl) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (km) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (ln) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of the Issuer, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Regulation S Global Notes and Rule 144A Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Fiscal Agent. 2.6 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Fiscal Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Fiscal Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by it. 2.4 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes;Notes;‌ (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Floating Rate Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant Stock Exchange or other relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant Stock Exchange or other relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of the Notes where named as such in the applicable Final TermsTerms and in accordance with the Conditions; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it.The Issuer 2.4 The obligations of the Paying Agents under this Agreement are several and not joint. 2.5 Upon reasonable request by the Issuer, the Principal Paying Agent and each Paying Agent undertake to inform the Issuer as soon as reasonably practicable if it is not or if it ceases to be a person to whom any payments due on the Notes are free from FATCA Withholding.‌

Appointment of Agents. 2.1 The Agent is appointedIssuer appoints the Principal Paying Agent, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNsterms; (ed) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsCoupons; (fe) exchanging Talons for Coupons in accordance with the Conditions; (gf) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hg) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ih) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ji) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kj) acting as Calculation Agent in respect of Notes where when it has agreed to do so and named as such in the applicable Final TermsPricing Supplement; and (lk) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each The Issuer appoints each Paying Agent is appointedAgent, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation The Issuer appoints the Registrar, and the Registrar agrees to each issue act, as registrar of Eurosystem-eligible NGNsthe Issuer, each Issuer hereby authorises upon the terms and instructs subject to the Agent to elect either Euroclear or Clearstreamconditions set out below, Luxembourg as common safekeeperfor the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in Clause 9. From The Registrar may from time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right prior written consent of Euroclear the Issuer, delegate certain of its functions and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper duties set out in relation to any such issue and agrees that no liability shall attach this Agreement to the Agent in respect of any such election made by itPrincipal Paying Agent. 2.4 The Issuer appoints the Transfer Agent, and the Transfer Agent agrees to act, as transfer agent for the Issuer, upon the terms and subject to the conditions set out below, for the purposes of performing all obligations and duties imposed upon it in the Conditions and this Agreement. 2.5 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Registered Global Note which is held under NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs;NGNs;‌ (ef) paying sums due on Global NotesNotes in bearer form, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsCoupons; (fg) exchanging Talons for Coupons in accordance with the relevant Conditions; (gh) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (i) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the relevant Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hj) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the relevant Conditions; (ik) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent relevant authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jl) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (km) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (ln) performing all other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.3 In relation to (i) each issue of Eurosystem-eligible NGNs, and (ii) each issue of notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From , which election may vary from time to time, provided that each change shall have been agreed between the relevant Issuer and the Agent may agree to vary this electionPrincipal Paying Agent. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.5 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of the Issuer, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations in respect of the Notes held on behalf of DTC and duties imposed upon it by the relevant Conditions and this Agreement. 2.6 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Regulation S Global Notes and Rule 144A Global Notes and authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.joint.‌

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent Principal Paying Agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Floating Rate Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; and (b) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii) each issue of Notes intended to be held under the NSS, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointedIssuer appoints on the terms, and the Agent agrees to act, as agent of each Issuer, upon the terms and subject to the conditions set out belowof this Agreement, Citibank, N.A., London Branch as Fiscal Agent and as Registrar and Citibank, N.A., London Branch and Citibank, N.A., New York Branch as Paying Agents and as Transfer Agents in respect of the Notes, each acting at its specified office or offices. Each Agent shall perform the duties required of it by the Conditions. The obligations of the Agents are several and not joint. The Unrestricted Notes shall on issue be evidenced by the Unrestricted Global Note and the Restricted Notes shall on issue be evidenced by the Restricted Global Note. Prior to the date of issue, the Issuer will deliver the Unrestricted Global Note and the Restricted Global Note to the Registrar, and the Registrar (or its agent on its behalf) shall, after checking that each Global Note certifies correctly the relevant details contained in the Register in respect of such Notes, authenticate the Global Notes executed by the Issuer. The Registrar (or its agent on its behalf) shall return the Global Notes to, or to the order of the Issuer for delivery to, (i) in the case of the Unrestricted Global Note, the Common Depositary or (ii) in the case of the Restricted Global Note, the Custodian, on the terms that each of the Common Depositary and the Custodian shall hold such Unrestricted Global Note and such Restricted Global Note, respectively, for the following purposes: (a) completingaccount of the Noteholders. Each Global Note will be exchangeable for Note Certificates as set out therein. The Unrestricted Global Note and the Restricted Global Note shall be printed or typed and in the form or substantially in the form set out in Part A and Part B, authenticating and delivering Temporary respectively, of Schedule 2. Each of the Global Notes shall be duly executed by the Issuer. The Note Certificates will be security printed in accordance with applicable legal and Permanent stock exchange requirements substantially in the forms set out in Part A and Part B, respectively, of Schedule 1. The Note Certificates will be endorsed with the Conditions. Each Note Certificate and Global Notes Note will be signed manually or in facsimile by a duly authorised representative of the Issuer and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary will be authenticated by or on behalf of the Registrar. Issue and delivery of the Notes shall be complete on the issue and delivery of the Global Notes to Euroclear, Clearstream, Luxembourg and DTC (as applicable), or to one or more common depositaries or custodians on behalf of the same, as referred to in Clause 4.1, by or on behalf of the Issuer, and completion of the Register by the Registrar. For so long as the Notes are evidenced by the Global Notes, the Issuer, the Fiscal Agent and the Registrar may call for Permanent and shall be at liberty to accept and place full reliance on, as sufficient evidence of the facts stated therein, a certificate or letter of confirmation certified as true and accurate and signed on behalf of DTC, Euroclear, Clearstream, Luxembourg or any custodian or common depositary for them or such other person as the Fiscal Agent and Registrar reasonably considers appropriate, as the case may be, or any form of record made by either of them, to the effect that at any particular time or throughout any particular period any particular person is, was or will be shown in its records as entitled to a particular interest in the Notes evidenced by the Global Notes. If the holder of a Note evidenced by the Restricted Global Note deposited with DTC wishes at any time to transfer such Note to a person who wishes to have such Note thereafter evidenced by the Unrestricted Global Note, such holder may, subject to the rules and procedures of DTC, Euroclear and Clearstream, Luxembourg, so transfer or cause the transfer of such Note provided, however, that the transferor shall deliver a duly completed certificate in the form provided for in Schedule 5. Following receipt by DTC from a DTC participant of a free of payment instruction (such instruction to contain information regarding the participant’s account with DTC to be debited with such Notes and information regarding the details of the receiving accountholder at Euroclear or Definitive NotesClearstream, Luxembourg), DTC will, in turn, transmit such instruction to Euroclear or Clearstream, Luxembourg, as the case may be, on the settlement date. On the settlement date, DTC will debit the account of its participant and instruct the Fiscal Agent to instruct Euroclear or Clearstream, Luxembourg, as the case may be, to credit the relevant account of the Euroclear or Clearstream, Luxembourg participant, as the case may be, in accordance with such instruction. In addition, on the terms settlement date, DTC will instruct the Registrar to reduce the amount of Temporary the Notes registered as being evidenced by the Restricted Global Note by the aggregate principal amount of the Notes to be so transferred and, concurrently with such reduction, to increase the amount of the Notes registered as being evidenced by the Unrestricted Global Note by the aggregate principal amount of such Notes to be so transferred. If the holder of a Note evidenced by the Unrestricted Global Note wishes at any time to transfer such Note to a person who wishes to have such Note thereafter evidenced by the Restricted Global Note, such holder may, subject to the rules and procedures of Euroclear or Clearstream, Luxembourg, as the case may be, and DTC so transfer or cause such transfer of such Note provided, however, that the transferor shall deliver a duly completed certificate in the form provided for in Schedule 6. Following receipt by Euroclear or Clearstream, Luxembourg, as the case may be, from the Euroclear or Clearstream, Luxembourg participant, as the case may be, of a free of payment instruction (such instruction to contain information regarding the participant’s account with Euroclear or Clearstream, Luxembourg, as the case may be, to be debited with such Notes and information regarding the details of the receiving accountholder at DTC), Euroclear or Clearstream, Luxembourg, as the case may be, will in turn transmit such instruction to DTC on the settlement date. On the settlement date, Euroclear or Clearstream, Luxembourg, as the case may be, will debit the account of its participant and instruct DTC to credit the relevant account of DTC in accordance with such instruction. In addition, on the settlement date, Euroclear or Clearstream, Luxembourg, as the case may be, will instruct the Registrar to reduce the amount of the Notes registered as being evidenced by the Unrestricted Global Note by the aggregate principal amount of such Notes to be transferred, and concurrently with such reduction, to increase the amount of the Notes registered as being evidenced by the Restricted Global Note by the aggregate principal amount of such Notes to be so transferred. Any transfer of an interest in a Note evidenced by the Restricted Global Note shall be subject to the certifications, restrictions and limitations set out in the Securities Act Legend. No other restrictions and no other certification requirements shall apply with respect to the transfer or exchange of an interest in Notes evidenced by the Restricted Global Note or an interest in Notes evidenced by the Unrestricted Global Note. Such transfer or exchange shall be effected in accordance with the rules and procedures of DTC, Euroclear or Clearstream, Luxembourg, as applicable. Subject to Clauses 4.7 to 4.9 and Clause 4.11, transfers of Notes evidenced by a Global Note shall be limited to transfers of all but not some of such Notes to nominees of Euroclear, Clearstream, Luxembourg or DTC to a successor of Euroclear, Clearstream, Luxembourg or DTC, such successor’s nominee, or such depositary other than Euroclear, Clearstream, Luxembourg or DTC (or a nominee thereof) as the Issuer may designate. Each Global Note may be exchanged for Note Certificates, in the limited events set out in such Global Note. In such event, the Issuer will, free of charge to the Noteholders (but against such indemnity as the Registrar may require in respect of any tax or other duty of whatever nature which may be levied or imposed in connection with such exchange), (i) making all notations on Global Notes which are CGNs required by their terms cause sufficient Note Certificates to be executed and (ii) instructing Euroclear and Clearstream, Luxembourg delivered to make appropriate entries the Registrar in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes sufficient quantities for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg despatch to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect individual holders of the Notes in accordance with the Conditions, unless otherwise specified Clause 4.12 and Schedule 7, provided that the Registrar will not register the transfer of, or exchange of interests in, a Global Note for Note Certificates for a period of 15 calendar days ending on the date for any payment of principal or interest in respect of the Notes. Upon one of the events referred to in Clause 4.11 occurring, a person having an interest in any Note evidenced by a Global Note will provide the Registrar with: a written order containing instructions and such other information as the Issuer and the Registrar may require to complete, execute and deliver such Note Certificates; and in the case the Restricted Global Note only, either (a) a fully completed, signed certification substantially to the effect that the exchanging holder is not transferring its certificate at the time of such exchange or, (b) in the case of Exempt Notes a simultaneous sale pursuant to Rule 144A, a duly completed certificate substantially in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense form provided for in Schedule 6. Upon receipt of the relevant Issuer documents referred to in Clause 4.12(a) and, if required, Clause 4.12(b), the Registrar shall arrange for notices the execution and delivery, to be communicated or to the order of the person or persons named in such documents, of a Note Certificate representing the relevant Noteholders Notes registered in the name or names requested by such person or persons and the Registrar shall alter the entries in the Register in respect of the Notes accordingly. Except for exchanges made in connection with a transfer of the Notes in accordance with paragraph 10 of Schedule 7 or Regulation S pursuant to Clause 4.12(b), Note Certificates issued in exchange for interests in the Conditions; (i) ensuring that, as directed by Restricted Global Note shall bear the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect Securities Act Legend. Subject to the provisions of this Clause 4 and Schedule 7, the holder of the Notes to be issued under evidenced by Note Certificates may transfer or exchange such Notes. The Registrar shall register the Programme; (j) transfer of the Notes evidenced by Note Certificates, subject to the Procedures Memorandum, submitting same restrictions and certifications applicable to a transfer of interests in a Note evidenced by the Restricted Global Note. Subject to the relevant authority or authorities such number provisions of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations registered holder of the Paying Agents Notes evidenced by a Global Note may grant proxies and otherwise authorise any person, including participants and persons that may hold interests through participants, to take any action that a holder is entitled to take under this Agreement are several and not jointor the Notes.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the relevant Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the relevant Conditions, unless otherwise specified in the case of Exempt Senior Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the relevant Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Senior Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum. 2.2 The Agent Bank is appointed, and the Agent Bank agrees to act, as agent bank of the Issuer upon the terms and subject to the conditions set out below, for the purposes of acting as Agent Bank in respect of the Conditions of the Subordinated Notes. 2.3 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.3 2.4 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii) each issue of Notes intended to be held under NSS, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.5 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.6 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed), delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.7 At any time after an Event of Default or a Potential Event of Default, in the case of Senior Notes, or an Enforcement Event or a Potential Enforcement Event, in the case of Subordinated Notes, (each as defined in the Trust Deed) shall have occurred and be continuing or the Senior Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (with such consequential amendments as the Trustee shall deem reasonably necessary and save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.8 The Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents agree to act as such for any Successor in Business (as defined in the relevant Conditions), or any other Subsidiary of the Issuer (in each case, the Substituted Issuer) which for the time being is substituted as principal debtor in place of the Issuer pursuant to the relevant Conditions and the Trust Deed and to enter into any agreement supplemental to this Agreement which in the opinion of the Trustee is necessary or desirable in connection with such substitution subject only to: (a) the Principal Paying Agent being satisfied that the Substituted Issuer has been accepted as such by the Trustee; and (b) the Substituted Issuer being bound by all the provisions of this Agreement in place of or in addition to the Issuer or any predecessor Substituted Issuer. 2.9 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Issuer hereby appoints each of the Agents as its agent in respect of the Notes in accordance herewith and with the Conditions at their respective specified offices and each of the Agents hereby agrees to act as agent. Each Agent hereby agrees to perform the duties required of it by the Conditions and the provisions of this Agreement. 2.2 The Principal Paying Agent is hereby appointed, and the Principal Paying Agent hereby agrees to act, as agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Bearer Global Notes and (if required) authenticating or arranging for the authentication on its behalf of, and delivering delivering, Definitive Bearer Notes; (b) giving effectuation instructions and electing a common safekeeper in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Bearer Global Notes, Notes and Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) exchanging Talons for Coupons determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with the Conditionsprovisions of clause 4 below; (g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the ConditionsNoteholders; (i) preparing and sending any required reports to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to in accordance with the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities it may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU));reasonably require; and (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or a common safekeeper. For the purposes of this Agreement, the Principal Paying Agent elects Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 The Each Paying Agent is hereby appointed, and each Paying Agent hereby agrees to act, as paying agent of the Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Bearer Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Exchange Agent, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the Exchange Agent, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.6 Unless the parties hereto agree otherwise, none of the Paying Agents, the Transfer Agents under this Agreement are several or the Exchange Agent shall be required to undertake any duties or obligations in connection with the issue of VPS Notes save that each of the Trustee and not jointthe Principal Paying Agent will hold the Trust Deed and make it available for inspection by any holder of VPS Notes on reasonable notice and during normal business hours.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as issuing and paying agent of each Issuerthe Issuer (and, for the purposes of Clause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (aA) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (bB) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (cC) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (dD) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (eE) exchanging Exchangeable Bearer Notes for Certificates in accordance with the terms of Exchangeable Bearer Notes and making all notations on Exchangeable Bearer Notes required by their terms; (F) paying sums due on Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (fG) exchanging Talons for Coupons in accordance with the Conditions; (gH) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hI) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (iJ) preparing and sending monthly reports, if required, to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jK) subject to the Procedures Memorandum, submitting to the relevant authority or authorities stock exchange such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities stock exchange may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kL) acting as Calculation Agent in respect of Notes where named as such in unless a separate Calculation Agent is appointed; (M) submitting a copy of each Final Terms to the applicable Final Termsother Paying Agents; and (lN) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each of the Registrar and the Transfer Agent is appointed, and each of the Registrar and the Transfer Agent agrees to act, as registrar and transfer agent of the Issuer, as applicable, (and, for the purposes of Clause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below. 2.3 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of Clause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 2.4 At any time after an Event of Default (or any condition, event or act which, with the giving of notice and/or the lapse of time and/or the issue of a certificate, would constitute an Event of Default) has occurred, the Trustee may: (A) by notice in writing to the Issuer, the Principal Paying Agent, the other Paying Agents, the Transfer Agent, the Calculation Agent and the Registrar require the Principal Paying Agent, the other Paying Agents, the Transfer Agent, the Calculation Agent and the Registrar pursuant to this Agreement: (1) to act thereafter as Principal Paying Agent, Paying Agents, Transfer Agent, Calculation Agent and Registrar respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the provisions of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee’s liability under any provision of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the other Paying Agents, the Transfer Agent, the Calculation Agent and the Registrar shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in relation to the relative Notes) and thereafter to hold all Notes, Certificates, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Certificates, Coupons and Talons on behalf of the Trustee; and/or (2) to deliver up all Notes, Certificates, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Certificates, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, other Paying Agent, Transfer Agent, Calculation Agent and Registrar is obliged not to release by any law or regulation; and (B) by notice in writing to the Issuer require it to make all subsequent payments in respect of the Notes, Certificates and Coupons (if any) to or to the order of the Trustee and not to the Principal Paying Agent or the other Paying Agents. 2.5 The Transfer Agent shall act as transfer agent of the Issuer upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Certificates and performing all the other obligations and duties imposed upon it by the Conditions, the Trust Deed and this Agreement. 2.6 The Registrar shall act as registrar of the Issuer upon the terms and subject to the conditions set out below for the following purposes: (A) authenticating and delivering or arranging for the authentication and delivery of Certificates; (B) paying sums due on Registered Notes; and (C) performing all the other obligations and duties imposed upon it by the Conditions, the Trust Deed, this Agreement and the Procedures Memorandum, including, without limitation, those set out in Clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer and in consultation with the Principal Paying Agent, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.7 No provision of this Agreement shall apply to, or have effect in respect of, uncertificated Registered Notes to the extent that it is in any respect inconsistent with: (A) the holding of title to uncertificated Registered Notes; (B) the transfer of title to uncertificated Registered Notes by means of a relevant system; or (C) the Uncertificated Securities Regulations. 2.8 Without prejudice to the generality of Clause 2.7 above and notwithstanding any provision in this Agreement, the Registrar shall, in the case of uncertificated Registered Notes, take all such steps as shall be necessary to: (A) act as Registrar in respect of uncertificated Registered Notes in accordance with the rules of the relevant system concerned, as from time to time in force; (B) ensure that the Register is maintained in relation to uncertificated Registered Notes; (C) register and effect transfers of uncertificated Registered Notes; (D) provide free of charge copies of the Conditions to holders of uncertificated Registered Notes who request the same; (E) make payments to holders of uncertificated Registered Notes; and (F) otherwise enable the Issuer to comply with its obligations under the Trust Deed, in each case in accordance with, and subject as provided in, the Regulations, the Trust Deed and the facilities, rules and requirements of the relevant system concerned and shall otherwise in respect of the uncertificated Registered Notes carry out all their obligations under this Agreement in a manner appropriate to the uncertificated Registered Notes. 2.9 In relation to each issue of Eurosystem-eligible NGNsNGNs or Registered Notes held under the NSS, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.10 The obligations of the Paying Agents under this Agreement are several and not joint. 2.11 The Principal Paying Agent confirms that it is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority. 2.12 Notwithstanding anything to the contrary herein, each Agent may, with the Issuer’s consent, delegate any of its roles, duties and obligations created hereunder to a third party. Each Agent agrees that it remains responsible and liable to the Issuer for any actions or omissions by such third party.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each Issuerof the Issuers and the Guarantors (and, for the purposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Relevant Issuer and/or the Guarantors for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the provisions of the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU));require; and‌ (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerof the Issuers and each Guarantor (and, for the purposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Issuer and each Guarantor hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer Issuers (or, in relation to a particular issue of Notes, the Relevant Issuer) and the Agent may agree to vary this election. Each Issuer and each Guarantor acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by itit.‌ 2.4 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to each of the Relevant Issuer, the Guarantors, the Agent and the other Paying Agents require the Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Agent and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Relevant Issuer and each Guarantor to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent. 2.4 2.5 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, the Guarantor (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Temporary Bearer Global Notes which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the ConditionsConditions;‌ (h) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (gi) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless or as otherwise specified specified, in the case of Exempt Notes Notes, in the applicable Pricing Supplement; (hj) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ik) ensuring that, as directed by the relevant IssuerIssuer and/or the Guarantor, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jl) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (km) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (ln) performing all other obligations and duties expressly imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer and the Guarantor (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to (i) each issue of Bearer Global Notes which are Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either of Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and (if required) delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and‌ (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent.‌ 2.6 At any time after an Event of Default or a Potential Event of Default shall have occurred the Trustee may: (a) by notice in writing to the Issuer, the Guarantor, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (with such consequential amendments as the Trustee shall deem necessary and save that the Trustee’s liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer and the Guarantor to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.joint.‌

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerof the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN;NGN;‌ (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerof the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the relevant Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under the NSS, the relevant Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant each Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges The Issuers acknowledge that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.6 The obligations of the Paying Agents under this Agreement are several and not joint. 2.7 In respect of an issue of a Tranche of Notes, the Principal Paying Agent may, having given notice as soon as practicable to the relevant Issuer (such notice to be delivered to the relevant Issuer by no later than 10.00 a.m. (London time) two business days prior to the date on which the applicable Final Terms are to be executed, subject to the Agent having received a draft version of the applicable Final Terms at least three business days prior to the date on which the applicable Final Terms are to be executed), decline to act as the Calculation Agent where it would, if so appointed, be unable to perform its obligations as Calculation Agent.‌

Appointment of Agents. 2.1 The Issuer hereby appoints each of the Agents as its agent in respect of the Notes in accordance herewith and with the Conditions at their respective specified offices and each of the Agents hereby agrees to act as agent. Each Agent hereby agrees to perform the duties required of it by the Conditions and the provisions of this Agreement. 2.2 The Principal Paying Agent is hereby appointed, and the Principal Paying Agent hereby agrees to act, as agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Bearer Global Notes and (if required) authenticating or arranging for the authentication on its behalf of, and delivering delivering, Definitive Bearer Notes; (b) giving effectuation instructions and electing a common safekeeper in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Bearer Global Notes, Notes and Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) exchanging Talons for Coupons unless otherwise specified in accordance with the Conditions; (g) applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hg) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the ConditionsNoteholders; (ih) preparing and sending any required reports to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ji) subject to in accordance with the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities it may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsreasonably require; and (lj) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or a common safekeeper. For the purposes of this Agreement, the Principal Paying Agent elects Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 The Each Paying Agent is hereby appointed, and each Paying Agent hereby agrees to act, as paying agent of the Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Bearer Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee sha l have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Exchange Agent, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the Exchange Agent, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.6 Unless the parties hereto agree otherwise, none of the Paying Agents, the Transfer Agents under this Agreement are several or the Exchange Agent shall be required to undertake any duties or obligations in connection with the issue of VPS Notes save that each of the Trustee and not jointthe Principal Paying Agent will hold the Trust Deed and make it available for inspection by any holder of VPS Notes on reasonable notice and during normal business hours.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuer, the Guarantor (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor (if applicable) for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of the each Issuer, the Guarantor (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under NSS, the relevant Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of each Issuer, the Guarantor (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the each Issuer, the Guarantor (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of each Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.6 At any time after an Event of Default or Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the relevant Issuer, the Guarantor (if applicable), the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the relevant Issuer and the Guarantor (if applicable) to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- an Eurosystem-eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes in bearer form which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Global NotesNotes in bearer form, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (i) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hj) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ik) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jl) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require. Nothing in this subclause shall require (the Agent to be liable for any fees or other expenses incurred in connection with the avoidance issuance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect any Series of Notes where named as such in the applicable Final TermsNotes; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar and transfer agent of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. The Registrar may from time to time delegate certain of its functions and duties set out in this Agreement to the Agent. 2.5 In respect of each issue of Notes represented by a Swiss Global Note or each issue of Uncertificated Notes, the Swiss Agent is appointed, and the Swiss Agent agrees to act, as Swiss agent of the Issuer upon the terms and subject to the conditions set out in the Supplemental Agency Agreement to be entered into in relation to such issue, substantially in the form set out in Schedule 7. 2.6 In respect of each issue of Notes represented by a Swiss Global Note or each issue of Uncertificated Notes, the Issuer and the Paying Agents and Transfer Agents agree that, without prejudice to any accrued rights and liabilities as at the date of each Supplemental Agency Agreement, the Paying Agents and Transfer Agents shall, for the purposes of the issue of such Notes only, but not for other purposes, be released and discharged from their respective obligations under this Agreement (save that they shall remain entitled to the benefit of and subject to and be bound by the provisions of clauses 20 and 22 of this Agreement) but, for the avoidance of doubt, shall not be released and discharged from their obligations in respect of any other instruments issued under the Programme. 2.7 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under NSS, the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. For the avoidance of doubt, until such time as the NSS is implemented by Clearstream, Luxembourg and Euroclear, the Agent shall not be bound by the provisions in this Agreement which relation to the NSS. 2.4 2.8 The obligations of the Paying Agents and the Transfer Agents under this Agreement are several and not joint. 2.9 In the event that Definitive Notes are issued and the Agent informs the Issuer that it is unable to perform its obligations under this Agreement, the Issuer shall appoint an additional agent in accordance with clause 24 which is able to perform such obligations.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each Issuerof the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions and electing a common safekeeper in respect of each Global Note in bearer form which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Global Notes (which are CGNs required by their terms and (iiCGNs) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (e) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes (which are CGNs) as required by (f) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes Notes, in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant Stock Exchange and/or authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant Stock Exchange and/or authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU, as amended)); (kl) acting as Calculation Agent in respect of Notes where named agreed with the Relevant Issuer and the relevant Dealer or Lead Manager, as such in the applicable Final Termscase may be; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerof the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 The Transfer Agent is appointed and the Transfer Agent agrees to act, as transfer agent of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of each of the Issuers and the Guarantor, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Regulation S Global Notes and Rule 144A Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.6 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii) each issue of Notes intended to be held under NSS, each Issuer the Issuers hereby authorises authorise and instructs instruct the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Relevant Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer of the Issuers acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless (in the case of Exempt Notes) otherwise specified in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in MiFID II in the Markets European Economic Area or a UK regulated market (as defined in Financial Instruments Directive Regulation (Directive 2014/65/EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint. 2.5 Notwithstanding anything else herein contained, the Paying Agents may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to Norway, the United States of America or any jurisdiction forming a part of it and England and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the relevant Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the relevant Conditions, unless otherwise specified in the case of Exempt Senior Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the relevant Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Senior Notes may not be listed on a regulated market as defined in MiFID II in the Markets EEA or a UK regulated market (as defined in Financial Instruments Directive Regulation (Directive 2014/65/EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA)); (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum. 2.2 The Agent Bank is appointed, and the Agent Bank agrees to act, as agent bank of the Issuer upon the terms and subject to the conditions set out below, for the purposes of acting as Agent Bank in respect of the Conditions of the Subordinated Notes. 2.3 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.3 2.4 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii) each issue of Notes intended to be held under NSS, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.5 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.6 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in Clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed), delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.7 At any time after an Event of Default or a Potential Event of Default, in the case of Senior Notes, or an Enforcement Event or a Potential Enforcement Event, in the case of Subordinated Notes, (each as defined in the Trust Deed) shall have occurred and be continuing or the Senior Notes shall otherwise have become due and repayable or the‌ Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (with such consequential amendments as the Trustee shall deem reasonably necessary and save that the Trustee’s liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.8 The Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents agree to act as such for any Successor in Business (as defined in the relevant Conditions), or any other Subsidiary of the Issuer (in each case, the “Substituted Issuer”) which for the time being is substituted as principal debtor in place of the Issuer pursuant to the relevant Conditions and the Trust Deed and to enter into any agreement supplemental to this Agreement which in the opinion of the Trustee is necessary or desirable in connection with such substitution subject only to: (a) the Principal Paying Agent being satisfied that the Substituted Issuer has been accepted as such by the Trustee; and (b) the Substituted Issuer being bound by all the provisions of this Agreement in place of or in addition to the Issuer or any predecessor Substituted Issuer. 2.9 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 (1) The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each IssuerStellantis, upon the terms and subject to the conditions set out below, for the following purposes: (a) with respect to Notes other than CMU Notes, completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) with respect to Notes other than CMU Notes, giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) with respect to Notes other than CMU Notes, exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, and in respect of any such exchange, (i) making all notations on Temporary Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) with respect to Notes other than CMU Notes, exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (e) with respect to Notes other than CMU Notes, paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) with respect to Notes other than CMU Notes, exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) with respect to Notes other than CMU Notes, arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) preparing and sending monthly reports, if required, to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent and/or Alternative Currency Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 (2) Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each IssuerStellantis, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 (3) The CMU Lodging and Paying Agent is appointed, and the CMU Lodging and Paying Agent agrees to act, as agent of Stellantis, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) with respect to CMU Notes, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) with respect to CMU Notes, exchanging Temporary Global Notes for Permanent Global Notes in accordance with the terms of such Temporary Global Notes and making all notations on such Temporary Global Notes required in accordance with their terms; (c) with respect to CMU Notes, exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and making all notations on such Permanent Global Notes required in accordance with their terms; (d) with respect to CMU Notes, paying sums due on Global Notes and Definitive Notes and Coupons; (e) with respect to CMU Notes, exchanging Talons for Coupons in accordance with the Conditions; (f) with respect to CMU Notes, arranging on behalf of and at the expense of the Issuer for notices to be communicated to the Noteholders in accordance with the Conditions; (g) with respect to CMU Notes, acting as Alternative Currency Calculation Agent in respect of Notes denominated in Renminbi unless otherwise specified in the applicable Final Terms, and Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (h) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. All references herein (other than with respect to subclauses (1)(g), (1)(h), (1)(j), (1)(k) and (1)(m)) to the Principal Paying Agent shall, in relation to CMU Notes, be deemed to be a reference to the CMU Lodging and Paying Agent to the extent necessary for enabling the CMU Lodging and Paying Agent to fully observe and perform its obligations under the CMU Rules, and all such references shall be construed accordingly. (4) In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg and/or Clearstream as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg Clearstream to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 (5) The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is hereby appointed, and the Principal Paying Agent hereby agrees to act, as agent of each Issuerthe Issuer and the Guarantor (and, for the purposes of sub-clause 2.8 below, the Trustee) upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- an Eurosystem-eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of such Temporary Bearer Global Notes and, and in respect of any such exchange, (i) making all notations on such Temporary Bearer Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of such Permanent Bearer Global Notes and, and in respect of any such exchange, (i) making all notations on such Permanent Bearer Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (ef) paying sums due on Global NotesNotes in bearer form, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Terms and Conditions; (gh) determining the Exchange Date in respect of each Temporary Bearer Global Note and determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5 below; (i) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Terms and Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hj) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Terms and Conditions; (ik) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the ProgrammeProgramme or any other reporting as the Issuer and the Principal Paying Agent may agree; (jl) subject to the Procedures Memorandum, submitting to the relevant Stock Exchange or other relevant authority or authorities such number of copies of each the Final Terms which relates to Notes which are to be listed as the relevant Stock Exchange or other relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))reasonably require; (km) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (ln) performing all other obligations and duties imposed upon it by the Conditions, Terms and Conditions and this Agreement and the Procedures MemorandumAgreement. 2.2 Each Paying Agent is hereby appointed, and each Paying Agent agrees hereby agrees, severally and not jointly, to act, as paying agent of each Issuerthe Issuer and the Guarantor (and for the purposes of sub-clause 2.8 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Terms and Conditions and this Agreement. 2.3 In relation to Book Entry Notes, the Portuguese Paying Agent is hereby appointed, and the Portuguese Paying Agent hereby agrees to act, as paying agent of the Issuer and the Guarantor (and for the purposes of sub-clause 2.8 below, the Trustee) in respect of the Book Entry Notes only upon the terms and subject to the conditions set out below. 2.4 In relation to each issue of Eurosystem-eligible NGNs, each NGNs the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agree that no liability shall attach to the Agent in respect of any such election made by it. 2.5 In relation to each issue of Notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, the Issuer and the Agent may agree to vary this election. The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations 2.6 Each Transfer Agent is hereby appointed, and each Transfer Agent hereby agrees, severally and not jointly, to act, as transfer agent of the Issuer and the Guarantor (and for the purposes of sub-clause 2.8 below, the Trustee) upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Terms and Conditions and this Agreement. 2.7 The Registrar is hereby appointed, and the Registrar hereby agrees, severally and not jointly, to act, as registrar of the Issuer and the Guarantor (and for the purposes of sub-clause 2.8 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Regulation S Global Notes and authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Terms and Conditions and this Agreement, including, without limitation, those set out in clause 11. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.8 At any time after an Event of Default or a Potential Event of Default shall have occurred or the Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders the Trustee may: (a) by notice in writing to the Issuer, the Guarantor, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents under require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agent and the other Paying Agents respectively of the Trustee mutatis mutandis on the terms provided in this Agreement are several (save that the Trustee’s liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts in respect of the Notes of the relevant Series for the time being held by the Trustee on the trusts of the Trust Deed) and thereafter to hold all Notes, Receipts, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Receipts, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes, Receipts, Coupons and Talons and all sums, documents and records held by them in respect of such Notes, Receipts, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or the other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the Issuer and the Guarantor require the Issuer and the Guarantor to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not jointto the Principal Paying Agent.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each IssuerIssuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (d) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (e) paying sums due on Global NotesNotes in bearer form, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each IssuerIssuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of each Issuer and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of each Issuer and the Guarantor, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of each Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Regulation S Global Notes and Rule 144A Global Notes and authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. The Registrar may from time to time, subject to the prior written consent of ENEL, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.6 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is ▇▇▇▇▇▇ appointed, and the Agent ▇▇▇▇▇▇ agrees to act, as agent of each Issuerof the Issuers, the Guarantor (and, for the purposes of Subclause 2.5 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Relevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant IssuerRelevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU));, as amended));‌ (k) acting as Calculation Agent in respect of Notes where named as such agreed with the Relevant Issuer and/or (in the applicable Final Termscase of Guaranteed Notes) the Guarantor and the relevant Dealer or Lead Manager, as the case may be; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is hereby appointed, and each Paying Agent ▇▇▇▇▇▇ agrees to act, as paying agent of each Issuerof the Issuers and the Guarantor (and for the purposes of Subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Issuer the Issuers hereby authorises authorise and instructs instruct the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Relevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor and the Agent may agree to vary this election. Each Issuer of the Issuers and the Guarantor acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not jointjoint.‌ 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred or the Trustee shall have received any money which it proposes to pay under clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to each of the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor, the Agent and the other Paying Agents require the Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Agent and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the Trust Deed mutatis mutandis on the terms of this Agreement (save that the Trustee's liability for the indemnification, remuneration and payment of out-of-pocket expenses of the Agent and the other Paying Agents will be limited to the amounts for the time being held by the Trustee in respect of the Notes on the terms of the Trust Deed and available for such purpose) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; or (ii) to deliver all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons, in each case held by them in their capacity as Agent or other Paying Agent, to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to each of the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor, require it to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent. 2.6 The Agent is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority. Nothing in this Agreement shall require the Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001, or to lend money to the Issuers.‌ 2.7 Nothing in this Agreement shall require the Agent to assume an obligation of the Issuers arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Financial Conduct Authority or Prudential Regulatory Authority). 2.8 The Agent shall not be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.‌

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes;Notes;‌ (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Floating Rate Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant Stock Exchange or other relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant Stock Exchange or other relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of the Notes where named as such in the applicable Final TermsTerms and in accordance with the Conditions; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it.The Issuer 2.4 The obligations of the Paying Agents under this Agreement are several and not joint. 2.5 Upon reasonable request by the Issuer, the Principal Paying Agent and each Paying Agent undertake to inform the Issuer as soon as reasonably practicable if it is not or if it ceases to be a person to whom any payments due on the Notes are free from FATCA Withholding.‌

Appointment of Agents. 2.1 The Fiscal Agent is appointed, and the Fiscal Agent agrees to act, as fiscal agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes (either manually or electronically) and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions and electing a common safekeeper in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the ProgrammeNotes; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of the Issuer, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating (either manually or electronically) and delivering Regulation S Global Notes, Rule 144A Global Notes and IAI Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Fiscal Agent. 2.6 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Fiscal Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Fiscal Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by it. 2.4 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. ‌ 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes:purposes:‌ (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions and electing a common safekeeper in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms, subject to the Agent having received a communication naming it as Calculation Agent no later than 5 (five) Business Days before the relevant 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 3 (three) Business Days of receipt of such communication; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each Issuerof the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions and electing a common safekeeper in respect of each Global Note in bearer form which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Global Notes (which are CGNs CGNs) as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, , (i) making all notations on Permanent Bearer Global Notes (which are CGNs CGNs) as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes Notes, in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant Stock Exchange and/or authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant Stock Exchange and/or authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU, as amended)); (kl) acting as Calculation Agent in respect of Notes where named agreed with the Relevant Issuer and the relevant Dealer or Lead Manager, as such in the applicable Final Termscase may be; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerof the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 The Transfer Agent is appointed and the Transfer Agent agrees to act, as transfer agent of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of each of the Issuers and the Guarantor, upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of each of the Issuers and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Regulation S Global Notes and Rule 144A Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.6 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii) each issue of Notes intended to be held under NSS, each Issuer the Issuers hereby authorises authorise and instructs instruct the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Relevant Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer of the Issuers acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerthe Issuers, the Guarantor (in the case of Notes issued by TI Finance) (and, for the purposes of sub-clause 2.3 below only the Trustee), upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) making all notations on such Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Clearstream Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on such Permanent Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer (failing which the Guarantor, where the relevant Issuer is TI Finance) for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant IssuerIssuer or, as the case may be, the Guarantor (where the relevant Issuer is TI Finance), all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant Stock Exchange or other relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant Stock Exchange or other relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuers, the Guarantor (in the case of Notes issued by TI Finance) (and, for the purposes of sub-clause 2.3 below only the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. If the nomination of a Calculation Agent is required in respect of any Series of Notes, the Paying Agent reserves the right to refuse appointment as Calculation Agent in respect of such Series of Notes. 2.3 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 10 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the relevant Issuer, the Guarantor (where the relevant Issuer is TI Finance), the Agent and the other Paying Agents require the Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Agent and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes, Coupons and Talons, in each case held by them in their capacity as Agent or, as the case may be, other Paying Agents, to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Agent or the other Paying Agents are obliged not to release by any law or regulation; and (b) by notice in writing to the relevant Issuer and the Guarantor (where the relevant Issuer is TI Finance) require each of them to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Agent. 2.4 In relation to each issue of Eurosystem-eligible NGNs, each Issuer the Issuers and the Guarantor (in the case of Notes issued by TI Finance) hereby authorises authorise and instructs instruct the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant either Issuer (in respect of Notes issued by itself only) and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges The Issuers and the Guarantor (in the case of Notes issued by TI Finance) acknowledge that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees agree that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.5 The obligations of the Paying Agents under this Agreement are several and not joint. 2.6 Upon reasonable request by either Issuer or the Guarantor, the Principal Paying Agent and each Paying Agent undertakes to inform the Issuer and the Guarantor (where the relevant Issuer is TI Finance) as soon as reasonably practicable if it is not or if it ceases to be a person to whom any payments due on the Notes are free from FATCA Withholding. 2.7 The Issuers acknowledge that the Principal Paying Agent may require each of the Issuers to execute a separate agreement authorising the Principal Paying Agent to accept and act on instructions signed electronically.‌

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, exchange (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the relevant Conditions; (gh) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the relevant Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the relevant Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) in accordance with Clause 7.2(e) below, acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum.Memorandum.‌ 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.3 In relation to (i) each issue of Eurosystem-eligible NGNs, and (ii) each issue of notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From , which election may vary from time to time, provided that each change shall have been agreed between the relevant Issuer and the Agent may agree to vary this electionPrincipal Paying Agent. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.joint.‌

Appointment of Agents. 2.1 (1) The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) making all notations on such Temporary Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Temporary Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on such Permanent Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5 below; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))reasonably require; (kl) acting as Calculation Agent in respect of Notes where named as such Notes, unless otherwise specified in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 (2) Each Paying Agent is hereby appointed, and each Paying Agent hereby agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 (3) In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Fiscal Agent is appointed, and the Fiscal Agent agrees to act, as fiscal agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsrequire; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Fiscal Agent to elect either Euroclear or Clearstream, Luxembourg Euroclear/Clearstream as common safekeeper. From time to time, the relevant Issuer and the Fiscal Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg Clearstream to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Fiscal Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, the Guarantors, and, for the purpose of subclause 2.4 only, the Trustee upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantors for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, the Guarantors and, for the purpose of subclause 2.4 only, the Trustee, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or a potential Event of Default shall have occurred or the Trustee shall have received any money which it proposes to pay under clause 7.2 of the Trust Deed to the relevant Noteholders and/or Couponholders or the Notes shall otherwise have become due and repayable, the Trustee may: (a) by notice in writing to the Issuer, the Agent and the other Paying Agents require the Agent and the other Paying Agents: (i) to act thereafter as Paying Agents of the Trustee in relation to payments to be made by or on behalf of the Trustee under the provisions of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions hereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed relating to the relative Notes and available for distribution to the relative Noteholders and Couponholders) and thereafter to hold all Notes Coupons and Talons and all sums, documents and records held by them in respect of Notes Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons, in each case held by them in their capacity as the Agent or, as the case may be, other Paying Agents to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which the Agent or the other Paying Agents are obliged not to release by any law or regulation; and (b) by notice in writing to the Issuer or the Guarantors, as the case may be, require it to make all subsequent payments in respect of the Notes, and Coupons to or to the order of the Trustee and not to the Agent (and with effect from the date of any such notice until the date on which such notice is withdrawn. 2.5 The obligations of the Paying Agents under this Agreement are several and not joint. 2.6 The Agent and the other Paying Agents undertake to as soon as reasonably practicable inform both the Issuer and the Trustee if they fail to become or cease to be, a person to whom payments may be made free from FATCA Withholding. 2.7 Notwithstanding anything else herein contained, either the Trustee or any Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction that is applicable to it and where failure by it to comply with such law, directive or regulation will in its reasonable opinion have an adverse impact upon it and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs;NGNs;‌ (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) )* making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 The VPS Agent is appointed, and the VPS Agent agrees to act, as VPS Agent of the Issuer (and, for the purposes only of subclause 2.8 below the Trustee), upon the terms and subject to the terms of the VPS Agency Agreement, for the purposes of paying sums due on any VPS Notes and performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the VPS Agency Agreement. 2.4 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.5 The Transfer Agent is appointed and agrees to act, as transfer agent of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.6 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent.‌ 2.7 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes (other than VPS Notes) shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Transfer Agent and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agent and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agent and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes (other than VPS Notes) and Coupons and all sums, documents and records held by them in respect of Notes (other than VPS Notes) and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes (other than VPS Notes) and Coupons and all sums, documents and records held by them in respect of Notes (other than VPS Notes) and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes (other than VPS Notes) and Coupons to or to the order of the Trustee and not to the Principal Paying Agent.‌‌ 2.8 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the VPS Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 9 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the VPS Agent (with a copy to the Issuer) require the VPS Agent pursuant to this Agreement: (i) to act thereafter as VPS Agent respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in the VPS Agency Agreement (save that the Trustee's liability for the indemnification, remuneration and payment of out-of- pocket expenses of the VPS Agent shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the VPS Notes of the relevant Series and available for the purpose) and thereafter to hold all VPS Notes and all sums, documents and records held by them in respect of VPS Notes on behalf of the Trustee; or (ii) to deliver up all VPS Notes and all sums, documents and records held by them in respect of VPS Notes to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the VPS Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the VPS Notes to or to the order of the Trustee and not to the VPS Agent. 2.9 The obligations of the Paying Agents and the VPS Agent under this Agreement are several and not joint.joint.‌

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Registered Global Note which is held under NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, exchange (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (f) paying sums due on Global Notes in bearer form, Definitive Bearer Notes and Coupons; (g) exchanging Talons for Coupons in accordance with the relevant Conditions; (gh) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (i) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the relevant Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hj) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the relevant Conditions; (ik) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent relevant authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jl) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (km) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (ln) performing all other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.3 In relation to (i) each issue of Eurosystem-eligible NGNs, and (ii) each issue of notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From , which election may vary from time to time, provided that each change shall have been agreed between the relevant Issuer and the Agent may agree to vary this electionPrincipal Paying Agent. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 (1) The Agent is hereby appointed, and the Agent hereby agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and, in respect of any such exchange, (i) and making all notations on such Temporary Global Notes which are CGNs required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) and making all notations on such Permanent Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNsterms; (ed) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsCoupons; (fe) exchanging Talons for Coupons in accordance with the Conditions; (f) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5 below; (g) unless otherwise specified in the applicable Pricing Supplement, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))reasonably require; (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final TermsPricing Supplement; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 (2) Each Paying Agent is hereby appointed, and each Paying Agent hereby agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is hereby appointed, and the Principal Paying Agent hereby agrees to act, as agent of each Issuerthe Issuer (and, for the purposes of sub-clause 2.8 below, the Trustee) upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- an Eurosystem-eligible NGN; (c) giving effectuation instructions and electing a common safekeeper in respect of each Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of such Temporary Bearer Global Notes and, and in respect of any such exchange, (i) making all notations on such Temporary Bearer Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of such Permanent Bearer Global Notes and, and in respect of any such exchange, (i) making all notations on such Permanent Bearer Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (ef) paying sums due on Global NotesNotes in bearer form, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Terms and Conditions; (gh) determining the Exchange Date in respect of each Temporary Bearer Global Note and determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5 below; (i) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Terms and Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hj) arranging on behalf of and at the expense of the relevant Issuer or, where the Issuer is PTIF, PT for notices to be communicated to the relevant Noteholders in accordance with the Terms and Conditions; (ik) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the ProgrammeProgramme or any other reporting as the Issuer and the Principal Paying Agent may agree; (jl) subject to the Procedures Memorandum, submitting to the relevant Stock Exchange or other relevant authority or authorities such number of copies of each the Final Terms which relates to Notes which are to be listed as the relevant Stock Exchange or other relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))reasonably require; (km) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (ln) performing all other obligations and duties imposed upon it by the Conditions, Terms and Conditions and this Agreement and the Procedures MemorandumAgreement. 2.2 Each Paying Agent is hereby appointed, and each Paying Agent agrees hereby agrees, severally and not jointly, to act, as paying agent of each Issuerthe Issuers (and for the purposes of sub-clause 2.8 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Terms and Conditions and this Agreement. 2.3 In relation to Book Entry Notes, the Portuguese Paying Agent is hereby appointed, and the Portuguese Paying Agent hereby agrees to act, as paying agent of PT (and for the purposes of sub-clause 2.8 below, the Trustee) in respect of the Book Entry Notes only upon the terms and subject to the conditions set out below. 2.4 In relation to each issue of Eurosystem-eligible NGNs, each NGNs the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agree that no liability shall attach to the Agent in respect of any such election made by it. 2.5 In relation to each issue of Notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Agent to elect Euroclear as common safekeeper. From time to time, the Issuer and the Agent may agree to vary this election. The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations 2.6 Each Transfer Agent is hereby appointed, and each Transfer Agent hereby agrees, severally and not jointly, to act, as transfer agent of the Issuer (and for the purposes of sub-clause 2.8 below, the Trustee) upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Terms and Conditions and this Agreement. 2.7 The Registrar is hereby appointed, and the Registrar hereby agrees, severally and not jointly, to act, as registrar of the Issuer (and for the purposes of sub-clause 2.8 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Regulation S Global Notes and authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Terms and Conditions and this Agreement, including, without limitation, those set out in clause 11. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.8 At any time after an Event of Default or a Potential Event of Default shall have occurred or the Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders the Trustee may: (a) by notice in writing to the Issuer, PT (where the Issuer is PTIF), the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents under require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agent and the other Paying Agents respectively of the Trustee mutatis mutandis on the terms provided in this Agreement are several (save that the Trustee’s liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts in respect of the Notes of the relevant Series for the time being held by the Trustee on the trusts of the Trust Deed) and thereafter to hold all Notes, Receipts, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Receipts, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes, Receipts, Coupons and Talons and all sums, documents and records held by them in respect of such Notes, Receipts, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or the other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the Issuer and, where the Issuer is PTIF, PT require the Issuer to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not jointto the Principal Paying Agent.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records rec ords in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Floating Rate Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant Stock Exc hange or other relevant authority or authorities such number of copies of each Final Terms which whic h relates to Notes which are to be listed as the relevant Stock Exchange or other relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of the Notes where named as such in the applicable Final TermsTerms and in accordance with the Conditions; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it.The Issuer 2.4 The obligations of the Paying Agents under this Agreement are several and not joint. 2.5 Upon reasonable request by the Issuer, the Principal Paying Agent and each Paying Agent undertake to inform the Issuer as soon as reasonably practicable if it is not or if it ceases to be a person to whom any payments due on the Notes are free from FATCA Withholding.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as issuing and principal paying agent of each Issuer, the Issuer upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Bearer Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Temporary Bearer Global Notes which are NGNs; (d) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (e) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU));require; and (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final TermsTerms however, where the Principal Paying Agent is unable to fulfil the obligations of the Calculation Agent in respect of a particular issue of Notes, the Issuer agrees that it will appoint such alternative Calculation Agent as may be approved by the Trustee to fulfil such obligations in respect of a particular issue of Notes; and (lm) performing all other obligations and duties imposed upon it by the Conditions, the Trust Deed, this Agreement and the Procedures MemorandumMemorandum (including, without limitation, each of the duties set out in Schedule 3 (Additional Duties of the Principal Paying Agent) hereto where the relevant Global Note is a NGN). 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.4 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNsNGNs or Global Certificates intended to held under the NSS, each the Issuer hereby authorises and instructs the Agent Principal Paying Agent, or the Registrar to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 At any time after an Event of Default or Potential Event of Default shall have occurred or the Notes have otherwise become due and repayable or the Trustee has received any moneys which it proposes to pay under clause 8 of the Trust Deed to the Noteholders and Couponholders, the Trustee may: (a) by notice in writing to the Issuer and the Agents require the Agents pursuant to this Agreement: (i) to act thereafter as Agents of the Trustee in relation to payments to be made by or on behalf of the Trustee under the provisions of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provision of this Agreement for the indemnification of the Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in relation to the relative Notes) and thereafter to hold all Notes, Certificates, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Certificates, Coupons and Talons on behalf of the Trustee; and/or (ii) to deliver up all Notes, Certificates, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Certificates, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the relative Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the Issuer require it to make all subsequent payments in respect of the Notes, Certificates and Coupons (if any) to or to the order of the Trustee and not to the Principal Paying Agent or the other Paying Agents. 2.5 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Certificates and performing all the other obligations and duties imposed upon it by the Conditions, the Trust Deed and this Agreement. 2.6 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Global Certificates and, where appropriate, authenticating and delivering or arranging for the authentication and delivery of Certificates; (b) giving effectuation instructions in respect of each Global Certificate which is intended to be held under the NSS; (c) paying sums due on Registered Notes and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global certificates which are held under the NSS; and (d) performing all the other obligations and duties imposed upon it by the Conditions, the Trust Deed, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10 and including those set out in Schedule 3, where the relevant Global Certificate is intended to be held under the NSS. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. ‌ 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms, subject to the Agent having received a communication naming it as Calculation Agent no later than five Business Days before the relevant 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 Business Days of receipt of such communication; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.joint.‌ 3.‌

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out belowof this Agreement, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNsterms; (ed) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsCoupons; (fe) exchanging Talons for Coupons in accordance with the Conditions; (gf) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hg) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ih) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ji) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates relate to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kj) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; andand‌ (lk) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out belowof this Agreement, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation Each Transfer Agent is appointed, and each Transfer Agent agrees to each issue act, as transfer agent of Eurosystemthe Issuer, upon the terms and subject to the conditions of this Agreement for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Exchange Agent is appointed, and the Exchange Agent agrees to act, as exchange agent of the Issuer, upon and subject to the terms and conditions of this Agreement for the purposes of effecting the conversion of non-eligible NGNsU.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, each Issuer hereby authorises and instructs the Agent Registrar agrees to elect either Euroclear or Clearstreamact, Luxembourg as common safekeeperregistrar of the Issuer, upon the terms and subject to the conditions of this Agreement, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. From The Registrar may from time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right prior written consent of Euroclear the Issuer, delegate certain of its functions and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper duties set out in relation to any such issue and agrees that no liability shall attach this Agreement to the Agent in respect of any such election made by itPrincipal Paying Agent. 2.4 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.joint.‌

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms, subject to the Agent having received a communication naming it as Calculation Agent no later than five Business Days before the relevant 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 Business Days of receipt of such communication; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each Issuerthe Issuer (and, for the purposes only of sub-clause 2.5 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) and making all notations on Temporary Bearer Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) and making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and terms; (iid) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent exchanging Registered Global Notes which are NGNsfor Definitive Registered Notes, in accordance with the terms of Registered Global Notes and making all notations on Registered Global Notes required by their terms; (e) paying sums due on Global NotesNotes in bearer form, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsCoupons; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging arranging, on behalf of and at the expense of the relevant Issuer Issuer, for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority Competent Authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates relate to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of Notes where named as such listed in the applicable Final TermsSchedule to the Calculation Agency Agreement; and (l) performing all other obligations and duties imposed upon it by the Conditions, the Additional Note Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of sub-clause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions, the relevant Additional Note Conditions and this Agreement. 2.3 In relation Each Transfer Agent is appointed, and each Transfer Agent agrees to each issue act, as transfer agent of Eurosystemthe Issuer (and, for the purposes only of sub-eligible NGNsclause 2.5 below, each the Trustee) upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions, (where relevant) the Additional Note Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer hereby authorises (and, for the purposes only of sub-clause 2.5 below, the Trustee) upon the terms and instructs subject to the Agent to elect either Euroclear or Clearstreamconditions set out below, Luxembourg as common safekeeperfor the following purposes: (a) completing, authenticating and delivering Registered Global Notes and authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, the relevant Additional Note Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. From The Registrar may from time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right prior written consent of Euroclear the Issuer, delegate certain of its functions and Clearstreamduties set out in this Agreement to the Principal Paying Agent. 2.5 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes of all or any Series shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clauses 7.1 or 10 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders, Luxembourg the Trustee may: (a) by notice in writing to jointly determine that the Issuer, the Principal Paying Agent, the Registrar, the Transfer Agents and the other shall Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as common safekeeper Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any such issue provisions of this Agreement for the indemnification, remuneration and agrees that no liability payment of out- of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall attach be limited to the Agent amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any such election made documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by itany law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.4 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. ‌ 2.1 The Issuing and Principal Paying Agent is appointed, and the Issuing and Principal Paying Agent agrees to act, as issuing and principal paying agent of each Issuerthe Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNsterms; (ed) paying sums due on Global NotesNotes in bearer form, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsCoupons; (fe) exchanging Talons for Coupons in accordance with the Conditions; (gf) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hg) arranging on behalf of and at the expense of the relevant Issuer and/or the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ih) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (ji) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsrequire; and (lj) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation Each Transfer Agent is appointed, and each Transfer Agent agrees to each issue act, as transfer agent of Eurosystem-eligible NGNsthe Issuer and the Guarantor, each upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer hereby authorises and instructs the Agent Guarantor, upon the terms and subject to elect either Euroclear or Clearstreamthe conditions set out below, Luxembourg as common safekeeperfor the following purposes: (a) completing, authenticating and delivering Registered Global Notes and authenticating and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and‌ (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. From The Registrar may from time to time, the relevant Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right prior written consent of Euroclear the Issuer, delegate certain of its functions and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper duties set out in relation to any such issue and agrees that no liability shall attach this Agreement to the Issuing and Principal Paying Agent. 2.5 Nothing in this Agreement shall require the Agent in respect to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any such election made by itother competent authority besides the Financial Conduct Authority (the FCA) or Prudential Regulation Authority (the PRA)). 2.4 2.6 The Agent is authorised by the PRA and regulated by the FCA and PRA. Nothing in this Agreement shall require the Agent to carry on an activity of the kind specified by any provision of Part II (other than Article 5 (Accepting Deposits) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001, or to lend money to the Issuer. 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.joint.‌

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the relevant Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the relevant Conditions, unless otherwise specified in the case of Exempt Senior Notes in the applicable Pricing Supplement;Supplement;‌ (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the relevant Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Senior Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final TermsTerms or Pricing Supplement, as applicable; and (lm) performing all other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum. 2.2 The Agent Bank is appointed, and the Agent Bank agrees to act, as agent bank of the Issuer upon the terms and subject to the conditions set out below, for the purposes of acting as Agent Bank in respect of the Conditions of the Subordinated Notes. 2.3 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.3 2.4 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii) each issue of Notes intended to be held under NSS, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.5 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.6 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer (and, for the purposes only of subclause 2.7 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and‌ (c) performing all the other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed), delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent.‌ 2.7 At any time after an Event of Default or a Potential Event of Default, in the case of Senior Notes, or an Enforcement Event or a Potential Enforcement Event, in the case of Subordinated Notes, (each as defined in the Trust Deed) shall have occurred and be continuing or the Senior Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 10 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (with such consequential amendments as the Trustee shall deem reasonably necessary and save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.8 The Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents agree to act as such for any Successor in Business (as defined in the relevant Conditions), or any other Subsidiary of the Issuer (in each case, the Substituted Issuer) which for the time being is substituted as principal debtor in place of the Issuer pursuant to the relevant Conditions and the Trust Deed and to enter into any agreement supplemental to this Agreement which in the opinion of the Trustee is necessary or desirable in connection with such substitution subject only to: (a) the Principal Paying Agent being satisfied that the Substituted Issuer has been accepted as such by the Trustee; and (b) the Substituted Issuer being bound by all the provisions of this Agreement in place of or in addition to the Issuer or any predecessor Substituted Issuer.‌ 2.9 The obligations of the Paying Agents under this Agreement are several and not joint.joint.‌

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making i)making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (k) acting as Calculation Agent in respect of the Notes where named as such in the applicable Final Terms, subject to the Principal Paying Agent having received a communication naming it as Calculation Agent no later than five Business Days before the relevant 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 Business Days of receipt of such communication; and (l) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint. 2.5 Upon reasonable request by the Issuer, the Principal Paying Agent and each Paying Agent undertake to inform the Issuer as soon as reasonably practicable if it is not or if it ceases to be a person to whom any payments due on the Notes are free from FATCA Withholding.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, exchange (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the relevant Conditions; (gh) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the relevant Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the relevant Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) in accordance with Clause 7.2(e) below, acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.3 In relation to (i) each issue of Eurosystem-eligible NGNs, and (ii) each issue of notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From , which election may vary from time to time, provided that each change shall have been agreed between the relevant Issuer and the Agent may agree to vary this electionPrincipal Paying Agent. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the relevant Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the relevant Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions and electing a common safekeeper (in accordance with clause 2.5 below) in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving effectuation instructions and electing a common safekeeper (in accordance with clause 2.5 below) in respect of each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making i)making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU) in the European Economic Area or a UK regulated market (as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018)); (kl) acting as Calculation Agent in respect of Notes where Notes, unless another entity is named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.6 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 5; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms, subject to the Agent having received a communication naming it as Calculation Agent no later than five Business Days before the relevant 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 Business Days of receipt of such communication; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Agent is appointed, and the Agent agrees to act, as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (h) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (i) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Floating Rate Notes where named as such in the applicable Final Terms; and (lk) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying The Agent is appointed, and each Paying the Agent agrees to act, as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg Clearstream to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it. 2.4 The obligations Subject to the appointment of a Paying Agent in the United States pursuant to Condition 6.5 in respect of payments of principal and/or interest payable in U.S. dollars, each Agent shall (i) maintain a permanent place of residence or have its registered office in a Member State of the Paying Agents under European Union, and (ii) perform the obligations and duties imposed upon it by this Agreement are several and not jointpursuant to the Conditions, in the territory of a Member State of the European Union.

Appointment of Agents. 2.1 The Principal Paying Agent is hereby appointed, and the Principal Paying Agent hereby agrees to act, as agent of each Issuerthe relevant Issuer (and, for the purposes only of subclause 2.8 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposespurposes of, inter alia: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and authenticating (if required) authenticating and delivering Definitive NotesBearer Notes and Coupons; (b) giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGNNGN or a Bearer Global Note which is a Non-eligible NGN in respect of which the relevant Issuer has notified the Principal Paying Agent that effectuation is to be applicable; (c) giving effectuation instructions in respect of each Global Note which is to be held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of such Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on such Temporary Bearer Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Temporary Bearer Global Notes which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of such Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on such Permanent Bearer Global Notes which are CGNs as required by in accordance with their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Global NotesNotes in bearer form, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Bearer Global Notes which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the Exchange Date in respect of each Temporary Bearer Global Note and the end of the Distribution Compliance Period applicable to each Tranche as defined in Clause 5; (i) unless otherwise specified in the applicable Final Terms or otherwise agreed with the relevant Issuer, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hj) arranging on behalf of, and (except where such notice relates to the resignation of and the Principal Paying Agent) at the expense of of, the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ik) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jl) subject to the Procedures Memorandum, submitting to the relevant authority or authorities Stock Exchange such number of copies of each of the applicable Final Terms which relates to Notes which are to be listed as the relevant authority or authorities Stock Exchange may reasonably require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (km) acting as Calculation Agent or, as the case may be, Determination Agent in respect of Notes where named as such in the applicable Final Terms; and (ln) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to each issue of Eurosystem-eligible NGNs, each Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.3 In relation to each issue of Notes intended to be held under the NSS, each Issuer hereby authorises and instructs the Principal Paying Agent to elect Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 Each Paying Agent is hereby appointed, and each Paying Agent hereby agrees to act, as paying agent of the relevant Issuer (and, for the purposes only of subclause 2.8 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 Each Transfer Agent is hereby appointed, and each Transfer Agent hereby agrees to act, as transfer agent of the relevant Issuer (and, for the purposes only of subclause 2.8 below, the Trustee), upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.6 The Exchange Agent is hereby appointed, and the Exchange Agent hereby agrees to act, as exchange agent of the relevant Issuer (and, for the purposes only of subclause 2.8 below, the Trustee), upon and subject to the terms and conditions set out below for the purposes of effecting the conversion of non-U.S. dollar payments into U.S. dollars and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.7 The Registrar is hereby appointed, and the Registrar hereby agrees to act, as registrar of the relevant Issuer (and, for the purposes only of subclause 2.8, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) completing, authenticating and delivering Regulation S Global Notes and Rule 144A Global Notes and Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions and this Agreement, including, without limitation, those set out in Clause 10. The Registrar may from time to time act as a Paying Agent and subject to the prior written consent of the relevant Issuer, may delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.8 At any time after an Event of Default or a Potential Event of Default shall have occurred or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 10 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the relevant Issuer, the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, Exchange Agent, Transfer Agents and other Paying Agents respectively of the Trustee mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Exchange Agent, the Transfer Agents and the other Paying Agents shall be limited to the amounts in respect of the Notes of the relevant Series for the time being held by the Trustee on the trusts of the Trust Deed) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; or (ii) to deliver up all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the Exchange Agent, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing to the relevant Issuer require the relevant Issuer to make all subsequent payments in respect of the Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.9 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 (1) The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as agent of each Issuerof CNH Industrial and CIFE, upon the terms and subject to the conditions set out below, for the following purposes: (a) with respect to Notes other than CMU Notes, completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) with respect to Notes other than CMU Notes, giving effectuation instructions in respect of each Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) with respect to Notes other than CMU Notes, exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Temporary Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (d) with respect to Notes other than CMU Notes, exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (e) with respect to Notes other than CMU Notes, paying sums due on Global Notes, Definitive Notes, Receipts Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs; (f) with respect to Notes other than CMU Notes, exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) unless otherwise specified in the applicable Final Terms, determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) with respect to Notes other than CMU Notes, arranging on behalf of and at the expense of the relevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) preparing and sending monthly reports, if required, to the Bank of England and ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent and/or Alternative Currency Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 (2) Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each IssuerCNH Industrial and CIFE, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 (3) The CMU Lodging and Paying Agent is appointed, and the CMU Lodging and Paying Agent agrees to act, as agent of CNH Industrial and CIFE, upon the terms and subject to the conditions set out below, for the purposes of, inter alia: (a) with respect to CMU Notes, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive Notes; (b) with respect to CMU Notes, exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of such Temporary Global Notes and making all notations on such Temporary Global Notes required in accordance with their terms; (c) with respect to CMU Notes, exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and making all notations on such Permanent Global Notes required in accordance with their terms; (d) with respect to CMU Notes, paying sums due on Global Notes and Definitive Notes and Coupons ; (e) with respect to CMU Notes, exchanging Talons for Coupons in accordance with the Conditions; (f) with respect to CMU Notes, arranging on behalf of and at the expense of the relevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor for notices to be communicated to the Noteholders in accordance with the Conditions; (g) with respect to CMU Notes, acting as Calculation Agent in respect of Notes where named as such in the applicable Final Terms; and (h) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. All references herein (other than with respect to subclause (1)(g), (1)(h), (1)(j), (1)(k) and (1)(m)) to the Principal Paying Agent shall, in relation to CMU Notes, be deemed to be a reference to the CMU Lodging and Paying Agent to the extent necessary for enabling the CMU Lodging and Paying Agent to fully observe and perform its obligations under the CMU Rules, and all such references shall be construed accordingly. (4) In relation to each issue of Eurosystem-eligible NGNs, each the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or and/or Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 (5) The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each the Issuer, (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Permanent Bearer Global Notes and (if required) authenticating and delivering Definitive Bearer Notes; (b) giving effectuation instructions in respect of to the common safekeeper to effectuate each Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN; (c) giving instructions to the common safekeeper to effectuate each Registered Global Note which is held under the NSS; (d) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (de) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Bearer Global Notes which are NGNs; (ef) paying sums due on Bearer Global Notes, Definitive Bearer Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (fg) exchanging Talons for Coupons in accordance with the Conditions; (gh) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures MemorandumProgramme Manual, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (kl) acting as Calculation Agent except in respect of Notes where it has declined to be named as such in the applicable Final Terms; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures MemorandumProgramme Manual. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each the Issuer, (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Euroclear/Clearstream, Luxembourg as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to determine jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, (and, for the purposes only of subclause 2.6 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; (b) paying sums due on Registered Notes; and (c) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Programme Manual, including, without limitation, those set out in clause 9. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.6 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under clause 9 of the Trust Deed to the relevant Noteholders and/or Receiptholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter, until instructed otherwise by the Trustee, as Principal Paying Agent, Registrar, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, the Registrar, the Transfer Agents and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes, Receipts and Coupons and all sums, documents and records held by them in respect of Notes, Receipts and Coupons to the Trustee or as the Trustee shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the Principal Paying Agent, the Registrar, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer to make all subsequent payments in respect of the Notes, Receipts and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Principal Paying Agent agrees to act, as principal paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.5 below, the Trustee), upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Temporary Bearer Global Notes and Notes, Permanent Bearer Global Notes, Registered Global Notes and (if required) authenticating and delivering Definitive Bearer Notes and Definitive Registered Notes; (b) giving effectuation instructions in respect of each Global Note which is a Eurosystem- eligible NGN; (c) exchanging Temporary Bearer Global Notes for Permanent Bearer Global Notes or Definitive Bearer Notes, as the case may be, in accordance with the terms of Temporary Bearer Global Notes and, in respect of any such exchange, (i) and making all notations on Temporary Bearer Global Notes which are CGNs required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsterms; (dc) exchanging Permanent Bearer Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Bearer Global Notes and, in respect of any such exchange, (i) and making all notations on Permanent Bearer Global Notes which are CGNs as required by their terms and terms; (iid) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent exchanging Registered Global Notes which are NGNsfor Definitive Registered Notes, in accordance with the terms of Registered Global Notes and making all notations on Registered Global Notes required by their terms; (e) paying sums due on Global NotesNotes in bearer form, Definitive Notes, Receipts Bearer Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNsRegistered Notes; (f) exchanging Talons for Coupons in accordance with the Conditions; (g) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with clause 5; (h) determining the interest and/or other amounts payable in respect of the Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing Supplement; (hi) arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the Conditions; (ij) ensuring that, as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (jk) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined in the Markets in Financial Instruments Directive (Directive 2014/65/EU))require; (kl) acting as Calculation Agent in respect of Notes where named as such in the applicable Final Termsnecessary unless a separate Calculation Agent is appointed; and (lm) performing all other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, as paying agent of each Issuerthe Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer (and, for the purposes only of subclause 2.5 below, the Trustee) upon the terms and subject to the conditions set out below, for the following purposes: (a) paying sums due on Registered Notes; and (b) performing all the other obligations and duties imposed upon it by the Conditions, this Agreement and the Procedures Memorandum, including, without limitation, those set out in clause 10. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 In relation to each issue Series of EurosystemNotes where it is named as the Settlement Agent, the Settlement Agent is hereby appointed as Settlement Agent of the Issuer, upon the terms and subject to the conditions set out below, for the purposes of performing the obligations and duties imposed upon it by the conditions and this Agreement. 2.6 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Notes of all or any Series shall otherwise have become due and repayable or the Trustee shall have received any money which it proposes to pay under Clause 7.1, 8.2 or 11 of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may: (a) by notice in writing to the Issuer, the Principal Paying Agent, the Registrar, the Settlement Agent, the Transfer Agents and the other Paying Agents require the Principal Paying Agent, the Registrar, the Settlement Agent, the Transfer Agents and the other Paying Agents pursuant to this Agreement: (i) to act thereafter as Principal Paying Agent, Registrar, the Settlement Agent, Transfer Agents and other Paying Agents respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of the Trust Deed mutatis mutandis on the terms provided in this Agreement (save that the Trustee's liability under any provisions of this Agreement for the indemnification, remuneration and payment of out-eligible NGNsof-pocket expenses of the Principal Paying Agent, each Issuer hereby authorises the Registrar, the Settlement Agent, the Transfer Agents and instructs the Agent other Paying Agents shall be limited to elect either Euroclear the amounts for the time being held by the Trustee on the trusts of the Trust Deed in respect of the Notes of the relevant Series and available for the purpose) and thereafter to hold all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons on behalf of the Trustee; or (ii) to deliver up all Notes and Coupons and all sums, documents and records held by them in respect of Notes and Coupons to the Trustee or Clearstreamas the Trustee shall direct in such notice, Luxembourg as common safekeeper. From time provided that such notice shall be deemed not to timeapply to any documents or records which the Principal Paying Agent, the Registrar, the Settlement Agent, the relevant Transfer Agent or other Paying Agent is obliged not to release by any law or regulation; and (b) by notice in writing require the Issuer and the Agent may agree to vary this election. Each Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent make all subsequent payments in respect of any such election made by itthe Notes and Coupons to or to the order of the Trustee and not to the Principal Paying Agent. 2.4 2.7 The obligations of the Paying Agents under this Agreement are several and not joint.

Appointment of Agents. 2.1 The Principal Paying Agent is appointed, and the Agent agrees to act, ▇▇▇▇▇▇ appointed as agent of each the Issuer, upon the terms and subject to the conditions set out below, for the following purposespurposes of: (a) 2.1.1 completing, authenticating and delivering Temporary Global Notes and Permanent Global Notes and (if required) authenticating and delivering Definitive issuing Notes; (b) 2.1.2 giving effectuation instructions in respect of each Bearer Global Note which is a Eurosystem- an Eurosystem-eligible NGN; (c) 2.1.3 giving effectuation instructions in respect of each Registered Global Note which is held under the NSS; 2.1.4 exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, , (i) making all notations on Bearer Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (d) 2.1.5 exchanging Permanent Global Notes for Definitive Bearer Notes in accordance with the terms of Permanent Global Notes and, in respect of any such exchange, , (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs; (e) 2.1.6 paying sums due on Bearer Global Notes, Definitive Bearer Notes, Registered Notes, Receipts and Coupons and instructing Euroclear and Clearstream, Luxembourg Clearstream to make appropriate entries in their records in respect of all Global Notes in bearer form which are NGNs; (f) 2.1.7 exchanging Talons for Coupons in accordance with the Conditions; (g) 2.1.8 determining the interest and/or other amounts payable in respect of the on Floating Rate Notes in accordance with the Conditions, unless otherwise specified in the case of Exempt Notes in the applicable Pricing SupplementConditions; (h) 2.1.9 receiving notices from Euroclear and/or Clearstream relating to the certificates of non-U.S. beneficial ownership of the Notes; 2.1.10 arranging on behalf of and at the expense of the relevant Issuer for notices to be communicated to the relevant Noteholders in accordance with the ConditionsConditions of the Notes; (i) ensuring that, 2.1.11 otherwise fulfilling its duties and obligations as directed by the relevant Issuer, all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may require (for the avoidance of doubt, Exempt Notes may not be listed on a regulated market as defined set out in the Markets in Financial Instruments Directive (Directive 2014/65/EU)); (k) acting as Calculation Agent in respect of Notes where named as such in the applicable Final TermsConditions; and 2.1.12 (lin the case of Listed Notes) performing all other obligations and duties imposed upon it by submitting any Final Terms to the Conditions, this Agreement and the Procedures MemorandumStock Exchange. 2.2 Each Paying Agent is appointed, and each Paying Agent agrees to act, ▇▇▇▇▇▇ appointed as paying agent of each the Issuer, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes, Receipts Notes and Coupons and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.3 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Registered Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer, upon the terms and subject to the conditions set out below, for the following purposes: 2.4.1 completing, authenticating and delivering Registered Global Notes and delivering Definitive Registered Notes; and 2.4.2 performing all the other obligations and duties imposed upon it by the Conditions and this Agreement including, without limitation, those set out in Clause 10. The Registrar may from time to time, subject to the prior written consent of the Issuer, delegate certain of its functions and duties set out in this Agreement to the Principal Paying Agent. 2.5 For the purposes of this Agreement, the Notes of each Series shall form a separate series of Notes and accordingly the provisions of Clauses 7 to 14 (inclusive), 21, 24 and 25 and Schedule 4 hereto shall apply mutatis mutandis separately and independently to the Notes of each Series and in such clauses and Schedule the expressions “Notes”, “Noteholders”, “Couponholders” and “Conditions” shall be construed accordingly. 2.6 In relation to (i) each issue of Eurosystem-eligible NGNsNGNs and (ii), each issue of Notes intended to be held under the NSS, the Issuer hereby authorises and instructs the Principal Paying Agent to elect either Euroclear or Clearstream, Luxembourg Clearstream as common safekeeper. From time to time, the relevant Issuer and the Principal Paying Agent may agree to vary this election. Each The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg Clearstream Banking S.A. to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it. 2.4 2.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated. 2.8 The obligations of the Paying Agents under this Agreement are several and not joint.