Common use of CONDITIONS OF APPOINTMENT Clause in Contracts

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 18.1 Each Paying Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereofof the money; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon on the money; and (c) monies held by it need not be segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 18.2 In acting hereunder under this Agreement and in connection with the Notes, the each Paying Agent and the Paying Agents shall act solely as agents an agent of the Issuers each Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons. Moneys paid by any . 18.3 Each Paying Agent undertakes to each Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and its duties, and shall be obliged to perform such the duties and only such the duties, as are herein specifically stated in this Agreement (including Appendix F hereto Schedule 6 in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicableMemorandum, and no implied duties or obligations shall be read into this Agreement or the Notes any of those documents against the Agent and the any Paying Agents Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesfaith. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto Schedule 6 becomes known to it, it will promptly provide such information to the Agent. (4) 18.4 The Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) 18.5 Each of the Paying Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request or order instruction from any of the Issuers Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from any of the Issuersrelevant Issuer. (6) 18.6 The Paying Agent is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received. 18.7 Any of the Paying Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it, he it or she they would have had if the Paying Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers any Issuer as freely as if the Paying Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) 18.8 Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly as soon as reasonably practicable in writing if any of such those persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such the person has been so authorised. 18.9 Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, each Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note, Receipt or Coupon as the absolute owner of it (8) whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 18.10 The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and 18.11 Each Issuer shall provide the Paying Agents with sufficient information so as to enable each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s determine whether or not that Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA Agent is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to changeobliged, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount respect of any payment payments to be made by such Issuer pursuant it hereunder, to this Agreement and the Conditionsaccount for any FATCA Withholding. 18.12 Notwithstanding anything else herein contained, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent may refrain without liability from doing anything that would or might in its opinion be contrary to determine whether any law of any state or jurisdiction (including but not limited to the European Union, the United States of America or , in each case, any jurisdiction forming a part of it and in what amount the Agent England & Wales) or any other Paying Agent is obliged to make directive or regulation of any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent agency of any such loss of grandfathered status prior state or jurisdiction and may without liability do anything which is, in its opinion, necessary to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441any such law, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9directive or regulation. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 11.1 The Paying Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it hold all sums receives from Issuer or the Guarantor, as applicable, in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of Persons entitled thereto until such sums shall not exercise any right be paid to such Persons or otherwise disposed of set-off, lien or similar claim as provided in respect thereof; this Agreement and the Indenture; (b) as provided give the Trustee notice of any default by the Issuer or the Guarantor or any other obligor upon the Notes in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes; and and (c) that at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by it shall not in trust for payment in respect of the Notes. 11.2 No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 11.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 11.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 11.4 The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the case may beIssuer and the Guarantor, were not appointed hereunderin writing, shall result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 22.1 Each Paying Agent shall be entitled to deal with money paid to it by any the relevant Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) belowof the money; and (cb) that it shall not be liable to account to any the relevant Issuer or the Guarantor for any interest thereon except as otherwise agreed between on the relevant Issuer and the Agentmoney. (2) 22.2 In acting hereunder under this Agreement and in connection with the Notes, the each Paying Agent and the Paying Agents shall act solely as agents an agent of the Issuers relevant Issuer and the Guarantor (and, in the circumstances referred to in clause 2.5, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The 22.3 Each Agent and the Paying Agents hereby undertake undertakes to the Issuers and the Guarantor to perform such obligations and its duties, and shall be obliged to perform such the duties and only such the duties, as are herein specifically stated in this Agreement (including Appendix F hereto Schedule 4 in the case of the Principal Paying Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicableMemorandum, and no implied duties or obligations shall be read into this Agreement or the Notes any of those documents against the Agent and the Paying Agents any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Appendix F hereto Schedule 4 becomes known to it, it will promptly provide such information to the Principal Paying Agent. (4) The 22.4 Each Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) 22.5 Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request or order instruction from any of the Issuers or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties on Written Instructions from the Issuers or upon written instructions from any of the IssuersGuarantor. (6) 22.6 Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, it or he or she would have had if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers or the Guarantor as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) 22.7 Each Issuer of the Issuers and the Guarantor shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent promptly and the Registrar immediately in writing if any of such those persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that such the person has been so authorised. 22.8 Except as otherwise permitted in the Trust Deed and the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuers, the Guarantor, the Trustee and each of the Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (8) whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 22.9 The amount of the Programme may be increased by the Issuers and Guarantor in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and the Guarantor and, in the circumstances described in subclause 5.2, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by any Issuer the coupons (if any) appertaining to the Agent for Relevant Notes (the payment Coupons). 5.2 At any time after an Event of principal Default or interest on a Potential Event of Default shall have occurred and be continuing or the Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid have received any money which it proposes to pay under Clause 11 of the Trust Deed to the relevant Issuer Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer, the Guarantor and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instructioninstruction from the Issuer, request the Guarantor or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties on Written Instructions from the Issuer, the Guarantor or upon written instructions from the Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, it or he or she would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer or the Guarantor as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 23.1 Each Agent shall be entitled to deal with money paid to it by any the Issuer or the relevant Guarantor (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereofof the money; (b) as provided in Subclause 19(2) belowthat it shall not be liable to account to the Issuer or the relevant Guarantor for any interest on the money; and (c) that it shall not be liable required to account to segregate any Issuer for any interest thereon money held by it except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 23.2 In acting hereunder under this Agreement and in connection with the NotesCovered Bonds, the each Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer, the Guarantors (and, in the circumstances referred to in Clauses 2.7 and 2.8, the Bond Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesCovered Bonds, Receipts, Coupons or Talons. Moneys paid by any Issuer . 23.3 Each Agent undertakes to the Agent for Issuer and the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and Guarantors and, in the manner set forth circumstances referred to in Clauses 2.7 and 2.8, the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers Bond Trustee to perform such obligations and its duties, and shall be obliged to perform such the duties and only such the duties, as are herein specifically stated in this Agreement (including Appendix F hereto Schedule 6 in the case of the Principal Paying Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent ) and the Paying Agents as applicableTerms and Conditions, and no implied duties or obligations shall be read into this Agreement or the Notes any of those documents against the Agent and the Paying Agents any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Appendix F hereto Schedule 6 becomes known to it, it will promptly provide such information to the Principal Paying Agent. (4) 23.4 The Principal Paying Agent may and the Registrar may, at the Issuer's expense, consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) 23.5 Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request instruction from the Issuer or order from any of the Issuers Guarantors or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from any of the IssuersIssuer or the relevant Guarantor. (6) 23.6 Any of the Agent Agent, its affiliated companies and the Paying Agents and their its officers, directors and employees may become the owner of, or and/or acquire any interest in, any NotesCovered Bonds, Receipts, Coupons or Talons with the same rights that it, it or he or she would have had if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any of the Issuers Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Covered Bonds or Coupons or in connection with any other obligations of the Issuers Issuer or any of the Guarantors as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) Each 23.7 The Issuer and the Guarantors shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent promptly and the Registrar immediately in writing if any of such those persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that such the person has been so authorised. 23.8 Except as otherwise permitted in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, in the case of Bearer Covered Bonds, the Issuer, the Guarantors, the Bond Trustee and each of the Agents shall be entitled to treat the bearer of any Bearer Covered Bond, Receipt or Coupon and the registered holder of any Registered Covered Bond as the absolute owner of it (8) whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 23.9 The amount of the Programme may be increased by the Issuers Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons. Moneys , except that all funds held by the Agent or the Paying Agents for payment to the Noteholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other funds except as required by law; provided, however, that monies paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 24.1 The Fiscal Agent, the Registrar, each Paying Agent and each Transfer Agent shall be entitled to deal with money paid to it by any the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) Clause 24.2 below; and (c) that it shall not be liable to account to any the Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agentthereon. (2) 24.2 In acting hereunder and in connection with the NotesCovered Bonds, the Agent Fiscal Agent, the Paying Agents, the Transfer Agents and the Paying Agents Registrar shall act solely as agents of the Issuers Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesCovered Bonds, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon , except that all liability of the Agent with respect thereto shall cease. All funds amounts held by the Agent or Fiscal Agent, the Paying Agents or the Registrar for payment to the Covered Bondholders and Couponholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other funds, amounts except as required by law. (3) The Agent 24.3 Each of the Fiscal Agent, the Paying Agents, the Transfer Agents and the Paying Agents Registrar hereby undertake undertakes to the Issuers Issuer to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto Schedule 5 in the case of the Fiscal Agent), ) and in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Covered Bonds against the Agent and Fiscal Agent, the Paying Agents, the Transfer Agents or the Registrar other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Fiscal Agent) agrees that if any information that is required by the Fiscal Agent to perform the duties set out in Appendix F hereto Schedule 5 becomes known to it, it will promptly provide such information to the Fiscal Agent. (4) 24.4 The Agent Fiscal Agent, the Paying Agents, the Transfer Agents and the Registrar may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) 24.5 Each of the Fiscal Agent, the Paying Agent and the Registrar undertakes to immediately notify the Issuer, as soon as reasonably practicable (such notification may be in the format of a general notification to the market), if it fails to become or ceases to be a Participating FFI or otherwise eligible to receive payments without FATCA Withholding Tax. 24.6 Each of the Fiscal Agent, the Paying Agents, the Transfer Agents and the Registrar shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, telex, facsimile transmission or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersIssuer. (6) 24.7 Any of the Agent and Fiscal Agent, the Paying Agents, the Transfer Agents or the Registrar and their respective officers, directors and employees may become the owner of, or acquire any interest in, any NotesCovered Bonds, Coupons or Talons with the same rights that it, it or he or she would have if the Agent or Fiscal Agent, the relevant Paying AgentAgent or Transfer Agent concerned or the Registrar, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Covered Bonds or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the Fiscal Agent, the relevant Paying Agent or Transfer Agent or the relevant Paying AgentRegistrar, as the case may be, were not appointed hereunder. (7) Each 24.8 The Issuer shall provide the Fiscal Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Fiscal Agent promptly and the Registrar immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Fiscal Agent and the Registrar that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out 24.9 Except as otherwise permitted in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount Conditions or as ordered by a court of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s competent jurisdiction or Paying Agent’s appointment. (10) Payments made as required by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which eventlaw or applicable regulations, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for may deem and treat holders of any Bearer Covered Bonds or Coupon as the purposes absolute owner thereof (whether or not overdue and notwithstanding any notice of receiving payments under this Agreement not a “foreign person” within the meaning ownership or any writing thereon or notice of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5any previous loss or theft thereof), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 11.1 The Paying Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) hold all sums received from the Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture provided that it shall not exercise any right the Paying Agent may use such money as a banker in the ordinary course of set-off, lien or similar claim in respect thereof; business and without accounting for profits; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes; and and (c) that at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by it shall not in trust for payment in respect of the Notes. 11.2 No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 11.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 11.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 11.4 The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the case may beIssuer in writing, were not appointed hereunderwill result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) 5.1 In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents agent of the Issuers Issuer and, in the circumstances described in subclause 5.2, the Trustee and will shall not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by coupons (if any) appertaining thereto (the Coupons). 5.2 At any Issuer to time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid 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 by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), and in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, forth and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with reputable legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer or the Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer or the Trustee. 5.6 The Calculation Agent, and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, he or she they would have if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuers Issuer as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 19.1 The Agent shall be entitled to deal with money paid to it by any the Parent or the Issuer (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) subclause 19.2 below; and (c) that it shall not be liable to account to any the Parent or the Issuer (as the case may be) for any interest thereon except as otherwise agreed between the relevant Issuer and the Agentthereon. (2) 19.2 In acting hereunder and in connection with the Notes, the Agent and the other Paying Agents Agent(s) shall act solely as agents of the Issuers Issuer and the Parent (or, in the circumstances described in Clause 2.4 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon , except that all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the other Paying Agents Agent(s) for payment to the Noteholders and Couponholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other funds, funds except as required by law. (3) 19.3 The Agent and the other Paying Agents Agent(s) hereby undertake to each of the Issuers Parent, the Issuer and the Trustee to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto Schedule 3 in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement Agreement, the Trust Deed or the Notes against the Agent and the other Paying Agents Agent(s), other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto Schedule 3 becomes known to it, it will promptly provide such information to the Agent. (4) 19.4 The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) 19.5 Each of the Agent and the other Paying Agents Agent(s) shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Parent or the Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersParent or the Issuer. 19.6 Notwithstanding anything else herein contained, the Agent, having consulted with the Issuer (6to the extent practicable and permissible to do so), 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 applicable to it (including but not limited to 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 applicable to it and may without liability do anything which is, in its reasonable opinion and having consulted with the Issuer (to the extent practicable and permissible to do so), necessary to comply with any such law, directive or regulation. 19.7 Any of the Agent and the other Paying Agents Agent(s) and their affiliates, officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, it or he or she would have if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Parent or the Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Parent or the Issuer as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. (7) 19.8 Each of the Parent and the Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) 19.9 The amount Parent shall forthwith give notice to the Agent of any change of the Programme may be increased by the Issuers Trustee. 19.10 Where any additional or successor agent or paying agent (a Successor Agent) is appointed in accordance with the procedure terms of this Agreement, and that Successor Agent is not a related entity to the Agent, then the liabilities and obligations of the Successor Agent and each other paying agent, shall be several. 19.11 Except as ordered by a court of competent jurisdiction or as required by law, the Issuer, the Parent, the Trustee and any Paying Agent may deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or any writing thereon or notice of any previous loss or theft thereof) for all purposes, but in the case of any global Note, without prejudice to the provisions set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amountConditions. (9) 19.12 The Agent and each Paying Agent shall Agent, in each case to the extent it is an FFI, undertakes as soon as reasonably practicable to inform the Issuer and the Parent if it fails to become or ceases to be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointmentParticipating FFI. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 18.1 Each Paying Agent shall be entitled to deal with money paid to it by any the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) belowof the money; and (cb) that it shall not be liable to account to any the Issuer for any interest thereon on the money. Money held by the Agent need not be segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 18.2 In acting hereunder under this Agreement and in connection with the Notes, the each Paying Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any . 18.3 Each Paying Agent undertakes to the Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and its duties, and shall be obliged to perform such the duties and only such the duties, as are herein specifically stated in this Agreement (including Appendix F hereto Schedule 7 in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicableMemorandum, and no implied duties or obligations shall be read into this Agreement or the Notes any of those documents against the Agent and the any Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgent. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto Schedule 7 becomes known to it, it will promptly provide such information to the Agent. (4) 18.4 The Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) 18.5 Each of the Paying Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request or order instruction from any of the Issuers Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from any of the IssuersIssuer. (6) 18.6 Any of the Paying Agent and the Paying Agents and their its officers, directors directors, affiliates and employees may become the owner of, or and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she they would have had if the Paying Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the Paying Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) Each 18.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly immediately in writing if any of such those persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such the person has been so authorised. 18.8 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (8) whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 18.9 The amount of the Programme may be increased by the Issuers Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each 18.10 No Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time liable for consequential loss (being loss of such Agent’s business, goodwill, opportunity or Paying Agent’s appointmentprofit) of any kind whatsoever. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant 18.11 The Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will shall promptly inform the Agent and any other Paying Agent of any such loss issuance of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding TaxVPS Notes. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Issuer Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Master Issuer, and, in the circumstances described in sub clause 5.2, the Note Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Issuer Notes, Coupons . 5.2 At any time after an Issuer Event of Default or Talons. Moneys paid by Potential Issuer Event of Default shall have occurred and is continuing or the Note Trustee shall have received any money from the Master Issuer which it proposes to pay under the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid Issuer Trust Deed to the relevant Noteholders, the Note Trustee may: (a) by notice in writing to the Master Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent of the Note Trustee in relation to payments of such moneys to be made by or on behalf of the Note Trustee under the terms of these presents 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 Calculation Agent with respect thereto shall cease. All funds be limited to the amounts for the time being held by the Note Trustee on the trusts of these presents relating to the Issuer Notes of the relevant Series and available for the purpose) and thereafter to hold all Issuer Notes and all sums, documents and records held by it in respect of Issuer Notes on behalf of the Note Trustee; or (b) by notice in writing to the Master Issuer require it to make all subsequent payments in respect of the Issuer Notes to or to the order of the Note Trustee and not to the Principal Paying Agent or and with effect from the Paying Agents need not be segregated from other funds, except as required by lawissue of any such notice to the Master Issuer and the Group Guarantors. (3) The 5.3 In relation to each issue of Relevant Issuer Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent this Agreement and the Paying Agents as applicable, Issuer Conditions and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request instruction from the Master Issuer or order from any of the Issuers Note Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer or the Note Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons Issuer Notes (if any) with the same rights that it, it or he or she would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Master Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Issuer Notes or Coupons or in connection with any other obligations of the Issuers Master Issuer as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any an Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof;; and (b) as provided in Subclause 19(2sub-clause (2) below; and (c) that it shall not be liable to account to any the relevant Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agentthereon. (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent)herein, in the Terms and Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, forth and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agentfaith. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers relevant Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuersrelevant Issuer. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, in any Notes, Receipts, Coupons or Talons with the same rights that it, it or he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction transactions with any of the Issuers relevant Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Noteholders or Coupons Couponholders or in connection with any other obligations of the Issuers relevant Issuer as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each The relevant Issuer shall provide the Agent with a certified copy of the list of persons authorised authorized to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly immediately in writing if any of such persons ceases to be so authorised authorized or if any additional person becomes so authorised authorized together, in the case of an additional authorised authorized person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of authorized, provided, however, that the Programme may be increased by Agent shall not incur any liability for any losses, claims or damages resulting from the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement relevant Issuer’s failure to provide such notification to the amount of the Programme shall be deemed to be references to the increased amountAgent. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2sub-clause (2) below; and (c) that it shall not be liable to account to any Issuer or the Guarantor for any interest thereon except as otherwise agreed between the relevant Issuer and the Agentthereon. (2) In acting hereunder and in connection with the Notes, the Agent and the other Paying Agents shall act solely as agents of the Issuers and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the other Paying Agents hereby undertake to the Issuers and the Guarantor to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent)herein, in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the other Paying Agents Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the written opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the other Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of Issuer or the Issuers Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersIssuer or the Guarantor. (6) Any of the Agent and the other Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it, it or he or she would have if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of Issuer or the Issuers Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of any Issuer or the Issuers Guarantor as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Principal Agent shall be entitled to deal with money paid to it by any the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof;; and (b) as provided in Subclause 19(2sub-clause (2) below; and (c) that it shall not be liable to account to any the Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agentthereon. (2) In acting hereunder and in connection with the Notes, the Agent Principal Agent, the Paying Agents, the Registrar and the Paying Agents Transfer Agent shall act solely as agents of the Issuers Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent Principal Agent, the Paying Agents, the Registrar and the Paying Agents Transfer Agent hereby undertake to the Issuers Issuer to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent)herein, in the Terms and Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, forth and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent Principal Agent, the Paying Agents, the Registrar and the Paying Agents Transfer Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent Agents may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent Principal Agent, the Paying Agents, the Registrar and the Paying Agents Transfer Agent, shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersIssuer. (6) Any of the Principal Agent, Paying Agents, Registrar and Transfer Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, in any Notes, Receipts, Coupons or Talons with the same rights that it, it or he or she would have if the Principal Agent or the relevant Paying Agent, Registrar or Transfer Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction transactions with any of the Issuers Issuer and may act on, or as depositary, safekeeper, trustee or agent for, any committee or body of holders of Notes Noteholders or Coupons Couponholders or in connection with any other obligations of the Issuers Issuer as freely as if the Principal Agent or the relevant Paying Agent, Registrar and Transfer Agent, as the case may be, were not appointed hereunder. (7) Each The Issuer shall provide the Agent Agents with a certified copy of the list of persons authorised authorized to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly Agents immediately in writing if any of such persons ceases to be so authorised authorized or if any additional person becomes so authorised authorized together, in the case of an additional authorised authorized person, with evidence satisfactory to the Principal Agent that such person has been so authorised. (8) The amount of authorized, provided, however, that the Programme may be increased by Agents shall not incur any liability for any losses, claims or damages resulting from the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement Issuer’s failure to provide such notification to the amount of the Programme shall be deemed to be references to the increased amountAgents. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 11.1. The Paying Agent shall be entitled to deal (a) hold all sums received by it in accordance with money this Agreement and the Indenture for the payment of principal of or any premium or interest on the Notes (whether such sums have been paid to it by the Issuer or by any Issuer other obligor on the Notes) for the purpose benefit of the holders of the Notes or of the Trustee until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement in and the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; Indenture; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes when the same shall be due and payable; and and (c) that it shall not at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by the Paying Agent in trust for payment in respect of the Notes. 11.2. No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 11.3. In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 11.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 11.4. The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which any party expects, and has thus notified the case may beIssuer in writing, were not appointed hereunderwill result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 11.5. Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys , except that all funds held by the Agent or the Paying Agents for payment to the Noteholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other funds except as required by law; provided, however, that moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(21T(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(51T(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(21T(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii1T(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 11.1 The Paying Agent shall be entitled to deal (a) hold all sums received by it in accordance with money this Agreement and the Indenture for the payment of principal of or any premium or interest on the Notes (whether such sums have been paid to it by the Issuer or by any Issuer other obligor on the Notes) in trust for the purpose benefit of the holders of the Notes or of the Trustee until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture; provided that the Paying Agent may use such money as a banker in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right ordinary course of set-off, lien or similar claim in respect thereof; business and without accounting for profits; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes when the same shall be due and payable; and and (c) that it shall not at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by the Paying Agent in trust for payment in respect of the Notes. 11.2 No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 11.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 11.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 11.4 The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which any party expects, and has thus notified the case may beIssuer in writing, were not appointed hereunderwill result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and, in the circumstances described in subclause 5.2, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by any Issuer the receipts or coupons (if any) appertaining to the Agent for Relevant Notes (the payment Receipts and the Coupons, respectively). 5.2 At any time after an Event of principal Default or interest on a Potential Event of Default shall have occurred and be continuing or the Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid 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 by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes, Receipts and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. 5.3 The Calculation Agent agrees to act as such for any Successor in Business (3as defined in the Conditions), or any other Subsidiary of the Issuer (in each case, the Substituted Issuer) The Agent which for the time being is substituted as principal debtor in place of the Issuer pursuant to the Conditions and the Paying Agents hereby undertake 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 Calculation 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 Issuers Issuer or any predecessor Substituted Issuer. 5.4 In relation to perform such obligations and dutieseach issue of Relevant Notes, and the Calculation Agent shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.5 The Calculation Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) Each of the 5.6 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request instruction from the Issuer or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer or the Trustee. 5.7 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Receipts or Coupons or Talons (if any) with the same rights that it, he or she they would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 11.1 The Paying Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) hold all sums received from the Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of the Trustee until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture; provided that it shall not exercise any right the Paying Agent may use such money as a banker in the ordinary course of set-off, lien or similar claim in respect thereof; business and without accounting for profits; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes; and and (c) that at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by it shall not in trust for payment in respect of the Notes. 11.2 No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated, except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 11.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent and the Paying Agents Transfer Agent shall act solely as agents of the Issuers and will Issuer and, save solely in respect of the Paying Agent’s obligations under clause 11.1 hereof, shall not thereby assume have any obligations towards towards, or relationship of agency or trust for or with with, any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 11.4 The Paying Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Transfer Agent shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the such document. The Paying Agent and Transfer Agent shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the date hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. The Paying Agents other than Agent and Transfer Agent shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the duty Issuer in writing, will result in any expense or liability of such Paying Agent or Transfer Agent, the payment of which within a reasonable time is not, in its opinion, assured to act honestly and in good faith and to exercise the diligence it. 11.5 Except as ordered by a court of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is competent jurisdiction or as required by law, the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust, or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 11.1 The Paying Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it hold all sums received from Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of Persons entitled thereto until such sums shall not exercise any right be paid to such Persons or otherwise disposed of set-off, lien or similar claim as provided in respect thereof; this Agreement and the Indenture; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes; and and (c) that at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by it shall not in trust for payment in respect of the Notes. 11.2 No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 11.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 11.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 11.4 The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the case may beIssuer in writing, were not appointed hereunderwill result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer [, the Guarantor] and, in circumstances described in sub- clause 5.2, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by any Issuer coupons (if any) appertaining to the Relevant Notes (the Coupons). The Principal Paying Agent for reserves the payment right to refuse appointment as Calculation Agent in respect of principal Notes. 5.2 At any time after an Event of Default or interest on a Potential Event of Default shall have occurred and be continuing or the Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid have received any money which it proposes to pay under Clause 10 of the Trust Deed to the relevant Issuer Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer[, the Guarantor] and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instructioninstruction from the Issuer[, request the Guarantor] or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer[, the Guarantor] or the Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, it or he or she would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer [or the Guarantor] and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer [or the Guarantor] as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 11.1. The Paying Agent shall be entitled to deal (a) hold all sums received by it in accordance with money this Agreement and the Indenture for the payment of principal of or any premium or interest on the Notes (whether such sums have been paid to it by the Issuer or by any Issuer other obligor on the Notes) for the purpose benefit of the holders of the Notes or of the Series Trustee until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement in and the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; Indenture; (b) as provided give the Series Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes when the same shall be due and payable; and and (c) that it shall not at any time during the continuance of any such default, upon the written request of the Series Trustee, forthwith pay to the Series Trustee all sums held by the Paying Agent in trust for payment in respect of the Notes. 11.2. No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 11.3. In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 11.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawSeries Trustee. (3) 11.4. The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which any party expects, and has thus notified the case may beIssuer in writing, were not appointed hereunderwill result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 11.5. Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) 5.1 In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents agent of the Issuers Issuer and, in the circumstances described in subclause 5.2, the Trustee and will shall not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by coupons (if any) appertaining thereto (the Coupons). 5.2 At any Issuer to time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid 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 by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), and in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, forth and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with reputable legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer or the Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer or the Trustee. 5.6 The Calculation Agent, and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees employees, may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, it or he or she would have if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuers Issuer as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F E hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F E hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and the Guarantor[s] and, in the circumstances described in subclause 5.2, the Trustee, will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by any Issuer the receipts or coupons (if any) appertaining to the Agent for Relevant Notes (the payment Coupons). 5.2 At any time after an Event of principal Default or interest on a Potential Event of Default shall have occurred and be continuing or the Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid have received any money which it proposes to pay under Clause 10 of the Trust Deed to the relevant Issuer Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer, the Guarantor[s] and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instructioninstruction from the Issuer, request the Guarantor[s] or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer, the Guarantor[s] or the Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, he it or she they would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any of the Issuers Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer or any Guarantor as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) Each Issuer shall provide 5.7 If the Calculation Agent with a certified copy of fails to perform the list of persons authorised to execute documents duties as are herein and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure Conditions specifically set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent it is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e)perform, the relevant Calculation Agent shall promptly notify the Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Guarantor[s] of such failure. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 19.1 The Agent shall be entitled to deal with money paid to it by any the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers and shall not be liable to account to the Issuer for any interest thereon except: (a) that it shall may not exercise any right of set-off, lien or similar claim in respect thereofof money paid to it by the Issuer; (b) moneys held by any Paying Agent need not be segregated except as provided in Subclause 19(2) belowrequired by law; and (c) that it as provided in subclause 19.2 below. 19.2 Notwithstanding 19.1 above: (a) any sums paid to the Agent in respect of any payment of principal and/or interest under the Notes which are received by the Agent pursuant to the terms of this Agreement prior to the due date therefor shall not (provided prior notice of such payment is given to the Agent) be liable placed on deposit by the Agent from the date of receipt to such due date at the rate of interest offered by Citibank, N.A., London Branch, at its London office for overnight deposits and the Agent shall account to any the Issuer for in respect of any interest thereon except as otherwise agreed between earned thereon; and (b) where any payment of principal is made to the relevant Issuer Agent after the due date therefor or on or after accelerated maturity following an Event of Default, the Agent shall (provided prior notice of such payment is given to the Agent) place the amount of such payment on deposit from the date of such payment to the date on and after which payment is to be made to the Noteholders in respect thereof pursuant to proviso (b) to clause 2.2 of the Trust Deed at the rate of interest offered by Citibank, N.A., London Branch, at its London office for overnight deposits and the AgentAgent shall account to the Issuer (or, if so required by the Trustee pursuant to clause 2.3(a) of the Trust Deed, to the Trustee) in respect of any interest earned thereon. (2) 19.3 In acting hereunder and in connection with the Notes, the Agent and the other Paying Agents shall act solely as agents of the Issuers Issuer (or, in the circumstances described in Clause 2.3 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) 19.4 The Agent and the other Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto Schedule 3 in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement Agreement, the Trust Deed or the Notes against the Agent and the other Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto Schedule 3 becomes known to it, it will promptly provide such information to the Agent. The obligations of the Paying Agents are several and not joint. (4) 19.5 The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisersadvisers save for manifest error and negligence. (5) 19.6 Each of the Agent and the other Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer or the Trustee, or any Note or Coupon, notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties and which is not manifestly wrong or upon written instructions from any of the IssuersIssuer or the Trustee. (6) 19.7 Any of the Agent and the other Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, it or he or she would have if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder. (7) Each 19.8 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount 19.9 Except as ordered by a court of the Programme may be increased competent jurisdiction or as required by the Issuers in accordance with the procedure set out law and subject as provided in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which eventnext sentence, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e)Issuer, the relevant Issuer will inform Trustee, the Agent and any other Paying Agent may deem and treat the bearer of any Note, Coupon or Talon as the absolute owner thereof (whether or not such Note, Coupon or Talon shall be overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for the purpose of grandfathered status prior making payment thereon and for all other purposes but, in the case of a Global Note, without prejudice to the date provisions as set out in the next sentence. For so long as any of the Notes is represented by a Global Note held on which any payments on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes would become subject (each an Accountholder) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to FATCA Withholding Tax. (11the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) The shall be treated by the Issuer, the Trustee, the Agent and any other Paying Agent that is as the holder of such nominal amount of such Notes for the all purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments other than with respect to the Notes under Sections 1441payment of principal and interest on such Notes, 1442for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Trustee, the Agent and the Foreign Account Tax Compliance Act other Paying Agents as the holder of such Notes in accordance with and (iii) agrees subject to the terms of the relevant Global Note and the expressions Noteholder, holder of Notes and related expressions shall be construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and/or Clearstream, Luxembourg, as the case may be. In order to exercise any rights in their capacity as Noteholders, Accountholders must exercise such rights through Euroclear or Clearstream, Luxembourg, either against presentation of the Global Note to or to the order of the Agent and against its endorsement by or on behalf of the Agent to reflect the exercise of such rights or, at the option of the Agent, by the production to the Agent of an undertaking from Euroclear and/or Clearstream, Luxembourg that upon its appointment it they will provide not debit or transfer Notes from the Issuers with account of that Accountholder until a properly completed, signed and valid IRS Form W-9certain time or date or before the occurrence of an identified condition precedent. 19.10 The Issuer shall forthwith give notice to the Agent of any change of the Trustee. 19.11 Notwithstanding anything else herein contained, the Agent may refrain without liability from doing anything that would or might in its reasonable opinion be contrary to any applicable law of any state or jurisdiction (12including but not limited to the United States of America or any jurisdiction forming a part of it and England & Wales) The Agent or any applicable directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii)such applicable law, will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reportingdirective or regulation.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and the Guarantors and, in the circumstances described in subclause 5.2, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by any Issuer the coupons (if any) appertaining to the Agent for Relevant Notes (the payment Coupons). 5.2 At any time after an Event of principal Default or interest on a Potential Event of Default shall have occurred and be continuing or the Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid have received any money which it proposes to pay under Clause 9 of the Trust Deed to the relevant Issuer Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer, the Guarantors and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter, until instructed otherwise by the Trustee, as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instructioninstruction from the Issuer, request the Guarantors or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer, any Guarantor or, as the case may be, the Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, he or she they would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any of the Issuers Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer or any of the Guarantors as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer, the Guarantors and in circumstances described in subclause 5.2, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by any Issuer the coupons (if any) appertaining to the Agent for Relevant Notes. 5.2 At any time after an Event of Default or a Potential Event of Default shall have occurred and be continuing or the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid have received any money which it proposes to pay under clause 10 (Application of Moneys) of the Trust Deed to the relevant Issuer Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer, the Guarantors and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instructioninstruction from the Issuer, request the Guarantors or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer, the Guarantors or the Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, it or he or she would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer, the Guarantors or the Trustee and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer or the Guarantors as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 25.1 Each Agent shall be entitled to deal with money paid to it by any the Issuer or the LLP (as the case may be) for the purpose of this Agreement in the same manner as other money paid to a banker and not subject to the FCA Client Money Rules by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereofof the money; (b) as provided in Subclause 19(2) belowthat it shall not be liable to account to the Issuer or the LLP for any interest on the money; and (c) that it shall not be liable required to account to segregate any Issuer for any interest thereon money held by it except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 25.2 In acting hereunder under this Agreement and in connection with the NotesCovered Bonds, the each Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer, the LLP (and, in the circumstances referred to in Clauses 2.5 and 2.6 (Conditions of Appointment), the Bond Trustee) and will not thereby assume fiduciary duty or any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesCovered Bonds, Receipts, Coupons or Talons. Moneys paid by Talons or any Issuer other person. 25.3 Each Agent undertakes to the Agent for Issuer and the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and LLP and, in the manner set forth circumstances referred to in Clauses 2.5 and 2.6 (Conditions of Appointment), the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers Bond Trustee to perform such obligations and its duties, and shall be obliged to perform such the duties and only such the duties, as are herein specifically stated in this Agreement (including Appendix F hereto Schedule 6 (Principal Paying Agents' Additional Duties) in the case of the Principal Paying Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent ) and the Paying Agents as applicableTerms and Conditions, and no implied duties or obligations shall be read into this Agreement or the Notes any of those documents against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesany Agent. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent to perform the duties set out in Appendix F hereto Schedule 6 (Principal Paying Agents' Additional Duties) becomes known to it, it will promptly provide such information to the Principal Paying Agent. (4) 25.4 The Principal Paying Agent may and the Registrar may, at the Issuer's expense and having first notified the Issuer in writing, consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) 25.5 Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or (a) in respect of any action taken, omitted or suffered in reliance upon on any instruction, request instruction from the Issuer or order from any of the Issuers LLP or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer or the LLP or (b) in respect of refraining from taking any of action if instructions from the IssuersIssuer or the LLP are, in its opinion, conflicting, unclear or equivocal. (6) 25.6 Any of the Agent Agent, its affiliated companies and the Paying Agents and their its officers, directors and employees may become the owner of, or and/or acquire any interest in, any NotesCovered Bonds, Receipts, Coupons or Talons with the same rights that it, it or he or she would have had if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer or the LLP and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Covered Bonds or Coupons or in connection with any other obligations of the Issuers Issuer or the LLP as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) Each 25.7 The Issuer and the LLP shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent promptly and the Registrar immediately in writing if any of such those persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that such the person has been so authorised. 25.8 Except as otherwise permitted in the Trust Deed and the Terms and Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, in the case of Bearer Covered Bonds, the Issuer, the LLP, the Bond Trustee and each of the Agents shall be entitled to treat the bearer of any Bearer Covered Bond, Receipt or Coupon and the registered holder of any Registered Covered Bond as the absolute owner of it (8) whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 25.9 The amount of the Programme may be increased by the Issuers Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. 25.10 The Issuer and the LLP accept that some methods of communication, such as, without limitation, by facsimile, telephone or e-mail, are not secure and none of the Agents shall incur any liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer or by the LLP as a result of any of the Agents relying on or complying with instructions, communications, notices or directions (9whether in writing or given orally) The received via any such non-secure method. Each Agent is authorised to comply with and each Paying Agent shall be rely upon any instruction, direction, notice or other communication (whether in writing or given orally) given or sent by any such non-secure method by a person payments reasonably believed by it to whom are free from FATCA Withholding Tax at the time of be authorised to give such Agent’s instructions, notices, directions or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) other communications on behalf of the Code. Each of TMFIssuer or, TCCI and TFA is an “NFFE” within as the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which eventcase may be, the relevant LLP. The Issuer will provide or, as the case may be, the LLP shall use all reasonable endeavours to ensure that instructions, directions, notices or other communications transmitted or otherwise sent to any Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement are completed and correct. Any instructions, directions, notices or other communications (in writing or given orally) received from any person whom the Conditions, if any, that constitutes a “passthru payment” within Issuer or the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as LLP has confirmed to enable the Agent to determine whether and in what amount the Agent or any other Paying such Agent is obliged authorised to make any withholding give instructions, directions, notices or deduction other communications on behalf of applicable FATCA Withholding Taxthe Issuer or the LLP (as the case may be) shall be conclusively deemed to be valid instructions, directions, notices or other communications from the Issuer or, as the case may be, the LLP to the relevant Agent for the purpose of this Agreement. In no event, shall any of the event that Agents or the Bond Trustee or the Security Trustee be liable for any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status claims, losses, liabilities, damages, costs, expenses or judgments (including legal fees and expenses) arising as a result of undergoing a “significant modification” within receiving or transmitting any data from the meaning of Treasury Regulation Section 1.1001-3(e)Issuer (or from any person reasonably believed by the Agents, the relevant Bond Trustee or the Security Trustee to be a person authorised by the Issuer will inform the Agent and to give or transmit such data) via any other Paying Agent non- secure method of any transmission or communication, such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxas, but without limitation, by facsimile or email. (11) The Agent and any Paying Agent that is for 25.11 In the purposes performance of receiving payments its obligations under this Agreement not and under the Terms and Conditions, each Agent shall use reasonable endeavours to act honestly and in good faith and to exercise the diligence of a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9reasonably prudent agent in comparable circumstances. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1a) The Each Agent shall be entitled to deal with money paid to it by any Issuer the Bank for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (aA) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (bB) as provided in Subclause 19(2Section 25(b) below; and; (cC) that it shall not be liable to account to any Issuer the Bank for any interest thereon except as otherwise agreed in writing between the relevant Issuer Bank and the an Agent; and (D) no monies held by any Agent need be segregated from other funds except as may be required by law. (2b) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers Bank and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon , except that all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents for payment to the Noteholders shall be held for the benefit of such holders or owners and applied as set forth herein, but need not be segregated from other funds, except as required by law. (3c) The No Agent (which for purposes of this Section 25(c) includes its officers and the Paying Agents hereby undertake employees) shall be liable to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto Bank for any act or omission hereunder except in the case of negligence, bad faith or willful misconduct. The duties and obligations of the Agent)Agents and their respective officers and employees shall be determined by the express provisions of this Agreement, in and such Agents, officers or employees shall not be liable except for the Conditions negligent performance of such duties and in the Procedures Memorandum obligations as are specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, forth herein and no implied duties or obligations covenants shall be read into this Agreement against them. No Agent or its officers or employees shall be required to ascertain whether any issuance or sale of Notes (or any amendment or termination of this Agreement) is in compliance with any other agreement to which the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of Bank is a reasonably prudent agent in comparable circumstances. Each party (whether or not any of the Paying Agents (is also a party to such other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agentagreement). (4d) The THE AGENTS’ DUTIES ARE MINISTERIAL IN NATURE AND IN NO EVENT SHALL ANY AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANY PERSON OR ENTITY FOR ANY (i) LOSS, LIABILITY, DAMAGES OR EXPENSES (OTHER THAN, IN THE CASE OF THE BANK ONLY, THOSE WHICH RESULT DIRECTLY FROM SUCH AGENT’S NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT) OR (ii) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF SUCH AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, INCLUDING, WITHOUT LIMITATION, FOR BREACH OF THIS CONTRACT OR TORT (INCLUDING NEGLIGENCE). (e) Each Agent may shall be entitled to consult with legal counsel of its choosing and other professional advisers and shall have no liability to the opinion of such advisers shall be full and complete protection Bank in respect of any action taken, taken or omitted or suffered hereunder by such Agent in good faith and in accordance with the reliance on an opinion of such adviserscounsel (including in-house counsel) or an Officer’s Certificate. (5f) Each of Notwithstanding anything to the contrary in this Agreement, no Agent and the Paying Agents shall be protected and shall incur no liability responsible for any misconduct or in respect negligence on the part of any action takenagent, omitted correspondent, attorney or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which receiver appointed with due care by it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuershereunder. (6g) Any of the Agent and the Paying Agents and any of their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it, it or he or she would have if the Agent or the relevant Paying Agent, as the case may be, such Agent(s) concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Bank and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Notes, Receipts, Coupons or Coupons Talons or in connection with any other obligations of the Issuers Bank as freely surely as if the Agent or the relevant Paying Agent, as the case may be, such Agent(s) were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and, in the circumstances described in sub-clause 5.2, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes, Coupons . 5.2 At any time after an Event of Default (as defined in the Conditions) or Talons. Moneys paid by any Issuer to a Potential Event of Default (as defined in the Agent for Conditions) shall have occurred and be continuing or the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid have received any money which it proposes to pay under clause 9 of the Trust Deed to the relevant Issuer Noteholders (as provided and defined in the manner set forth Conditions), the Trustee may by notice in writing to the Notes whereupon all liability Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes on behalf of the Trustee; or (b) to deliver up all documents and records held by it in respect of 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with and, at the cost of the Issuer, employ legal and other professional advisers (provided such terms are agreed with the Issuer and any such costs are properly incurred and documented and invoices are provided) and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of the advisers. The Calculation Agent will, where reasonably practicable, notify the Issuer prior to engaging such legal or professional advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request instruction from the Issuer or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer or the Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons Notes with the same rights that it, it or he or she would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 19.1 Each Paying Agent shall be entitled to deal with money paid to it by any the Issuer or the Guarantors for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) belowof the money; and (cb) that it shall not be liable to account to any Issuer the Issuer, the Trustee or the Guarantors for any interest thereon except as otherwise agreed between on the relevant Issuer and the Agentmoney. (2) 19.2 In acting hereunder under this Agreement and in connection with the Notes, the each Paying Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and the Guarantors (and, in the circumstances referred to in subclause 2.4, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer . 19.3 Each Paying Agent undertakes to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers Guarantors to perform such obligations and its duties, and shall be obliged to perform such the duties and only such the duties, as are herein specifically stated in this Agreement (including Appendix F hereto Schedule 3 in the case of the Agent), in the Conditions Conditions, the Trust Deed and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicableMemorandum, and no implied duties or obligations shall be read into this Agreement or the Notes any of those documents against the Agent and the any Paying Agents Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto Schedule 3 becomes known to it, it will promptly provide such information to the Agent. (4) 19.4 The Agent may consult where necessary, at the cost of the Issuer or failing the Issuer the Guarantors (such costs to be duly documented), with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) 19.5 Each of the Paying Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request or order instruction from any of the Issuers Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable Guarantor or other paper or any document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer or any of the IssuersGuarantor. (6) 19.6 Any of the Paying Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, it or he or she would have had if the Paying Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with the Issuer or any of the Issuers Guarantors and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer or the Guarantors as freely as if the Paying Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) Each 19.7 The Issuer and each of the Guarantors shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly immediately in writing if any of such those persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such the person has been so authorised. 19.8 Except as otherwise permitted in the Trust Deed, the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer, the Guarantors, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner of it (8) whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 19.9 The amount of the Programme may be increased by the Issuers Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) 19.10 The Agent and each Paying Agent shall be a shall, upon request from the Issuer, the Trustee or any Dealer, inform such person payments to whom are free from FATCA Withholding Tax of the aggregate nominal amount of the Notes, or Notes of any particular Series, then outstanding at the time of such Agent’s or Paying Agent’s appointmentrequest. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within 19.11 Each Paying Agent shall, forthwith on demand, upon the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount Guarantors being discharged from their respective obligations to make payments in respect of any payment to be made by such Issuer pursuant to this Agreement Notes under the Conditions (and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether provided there is no outstanding bona fide and proper claim in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent respect of any such loss of grandfathered status prior payments) pay to the date on which Issuer or the Guarantors, as the case may be, sums equivalent to any payments on outstanding amounts paid to it by the Issuer or the Guarantors, as the case may be, in respect of such Notes would become subject to FATCA Withholding TaxNotes. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 13.1 The Paying Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) hold all sums received from the Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture provided that it shall not exercise any right the Paying Agent may use such money as a banker in the ordinary course of set-off, lien or similar claim in respect thereof; business and without accounting for profits; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes; and and (c) that at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by it shall not in trust for payment in respect of the Notes. 13.2 No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 13.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 13.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 13.4 The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the case may beIssuer in writing, were not appointed hereunderwill result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 13.5 Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons. Moneys , except that all funds held by the Agent or the Paying Agents for payment to the Noteholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other funds except as required by law; provided, however, that moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 19.1 Each Agent shall be entitled to deal with money paid to it by any the relevant Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) belowof the money; and (cb) that it shall not be liable to account to any the relevant Issuer for any interest on the money; and (c) nothing in this Agreement shall require any Agent to segregate money held pursuant to this Agreement except as required by law. 19.2 Each of the Agents may, in connection with its services hereunder: (a) (in the case of Bearer Notes) except as ordered by a court of competent jurisdiction or as required by law and notwithstanding any notice to the contrary or any memorandum thereon, treat the bearer of any Note or Coupon as the absolute owner thereof and make payments thereon accordingly; (b) except as otherwise agreed between permitted in the Conditions or as ordered by a court of competent jurisdiction or required by law, REN and the Portuguese Paying Agent and the other Paying Agents may deem and treat the person or entity registered in the securities accounts of the relevant Affiliate Member of Interbolsa as the holder of any Book-Entry Notes and the absolute owner for all purposes (whether or not such Book-Entry Notes shall be overdue and notwithstanding any notice of ownership or otherwise). Proof of such registration is made by means of a certificate issued by the relevant Affiliate Member of Interbolsa pursuant to article 78 of the Portuguese Securities Code; (c) assume that the terms of each Note, Receipt or Coupon as issued are correct; (d) refer any question relating to the ownership of any Note, Receipt or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any Note, Receipt or Coupon to the relevant Issuer for determination by the relevant Issuer and rely upon any determination so made; (e) rely upon, and be protected against liability for acting on, the Agentterms of any notice, communication or other document reasonably believed by it to be genuine and from the proper party; and (f) treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. 19.3 Notwithstanding anything to the contrary expressed or implied herein, none of the Agents shall, in connection with their or its services hereunder, be under any fiduciary duty towards any person other than the Issuers, and for the purposes of subclause 2.3, the Trustee, be responsible for or liable in respect of the authorisation, validity or legality of any Note, Receipt or Coupon issued or paid by it hereunder or any act or omission of any other person (2including, without limitation, any other party hereto and, in the case of the Issue and Paying Agent or the Portuguese Paying Agent, as the case may be, any bank from whom any quote may have been obtained) or be under any obligation towards any person other than the Issuers and for the purposes of subclause 2.3, the Trustee and, in the case of the Paying Agents, the other Paying Agents. 19.4 In acting hereunder under this Agreement and in connection with the Notes, the each Agent and the Paying Agents shall act solely as agents an agent of the Issuers relevant Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the . 19.5 Each Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid undertakes to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and its duties, and shall be obliged to perform such the duties and only such the duties, as are herein (including Appendix F hereto specifically stated in this Agreement, the case of Conditions, the Agent), in the Conditions Trust Deed and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicableMemorandum, and no implied duties or obligations shall be read into this Agreement or the Notes any of those documents against the Agent and the Paying Agents any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each . 19.6 Further to consultation with the Issuers prior to an Event of Default (including the agreement of fees to be paid) the Agents, at the expense of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to itIssuers, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. For the avoidance of doubt, no consultation with the Issuer (including the agreement of fees to be paid) shall be required following the occurrence of an Event of Default. (5) 19.7 Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request or order instruction from any of the Issuers relevant Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from any of the Issuersrelevant Issuer. (6) 19.8 Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes, Coupons or Talons Notes with the same rights that it, it or he or she would have had if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers relevant Issuer and may act on, or as depositary, trustee common representative or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers relevant Issuer as freely as if the Paying Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) 19.9 Each Issuer shall provide the Issue and Paying Agent and the Portuguese Paying Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Issue and Paying Agent promptly and the Portuguese Paying Agent immediately in writing if any of such those persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Issue and Paying Agent and the Portuguese Paying Agent that such the person has been so authorised. (8) 19.10 The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The 19.11 No Agent is required to do anything which would be illegal or contrary to the laws and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time regulations of such Agent’s or Paying Agent’s appointmentany relevant jurisdiction. 19.12 If: (10a) Payments the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within after the meaning date of Section 1473(1this Agreement; or (b) any change in the status of the Code. Each relevant Issuer of TMFthe composition of the shareholders of the relevant Issuer after the date of this Agreement, TCCI and TFA obliges the Agents to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were not already available to change, in which eventit, the relevant Issuer will provide shall promptly upon the Agent with sufficient information to determine if request of the Agents supply or procure the supply of such documentation and other evidence as is reasonably requested by the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and Agents in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is order for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents Agents to carry out and be satisfied that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply has complied with all withholding requirements imposed on payments with respect to the Notes necessary “know your customer” or similar checks under Sections 1441, 1442, all applicable laws and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9regulations. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer [, the [Group] Guarantor[s]] and, in the circumstances described in clause 5.2, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by any Issuer coupons (if any) appertaining to the Agent for Relevant Notes (the payment "Coupons"). 5.2 At any time after an Event of principal Default or interest on a Potential Event of Default shall have occurred and be continuing or the Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid 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 by notice in writing to the Issuer [,the [Group Guarantor[s]] and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instructioninstruction from the Issuer [, request the [Group] Guarantor[s]] or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer [, the [Group] Guarantor[s]] or the Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, it or he or she would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer [or the [Group] Guarantor[s]] and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer [or [the Group/any] Guarantor] as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 18.1 Subject as provided in subclause 18.3, the Fiscal Agent shall be entitled to deal with money paid to it by any the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it and shall not be liable to account to any the Issuer for any interest thereon or other amounts in respect of the money other than pursuant to Clause 17. No money held by any Paying Agent needs to be segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 18.2 In acting hereunder under this Agreement and in connection with the Notes, the Agent Notes and the Paying Coupons the Agents shall act solely as agents of the Issuers Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders Noteholders. 18.3 No Paying Agent shall exercise any right of set-off, lien or similar claim against the Notes, Coupons Issuer or Talons. Moneys paid any Noteholders in respect of any moneys payable to or by any Issuer to it under the Agent for the payment terms of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer this Agreement. 18.4 Except as provided and otherwise permitted in the manner set forth in the Notes whereupon all liability Conditions, as ordered by a court of the Agent with respect thereto shall cease. All funds held competent jurisdiction, as required by law or otherwise instructed by the Agent or Issuer, each of the Paying Agents need shall be entitled to treat the bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be segregated from overdue and notwithstanding any notice of ownership or other funds, except as required by lawwriting on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon). (3) 18.5 The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto set out in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent this Agreement and the Paying Agents as applicable, Notes and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each . 18.6 The Fiscal Agent and the Calculation Agent, at the expense of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to itIssuer, it will promptly provide provided such information to the Agent. (4) The Agent expenses are properly incurred, may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) 18.7 Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon written instructions from any the Issuer. Each of the IssuersAgents is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received or in order to comply with any applicable law. (6) 18.8 Any of the Agent and the Paying Agents and Agents, their officers, directors and or employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights (but without prejudice to any limitations which might apply in any other capacity) that it, he it or he/she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were was not appointed hereunderunder this Agreement, and may engage or be interested (subject as aforesaid) in any financial or other transaction with any of the Issuers Issuer, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer, as freely as if the relevant Agent was not appointed under this Agreement. 18.9 The Fiscal Agent shall not be under any obligation to take any action under this Agreement which it reasonably expects will 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. 18.10 No Paying Agent shall be responsible to anyone with respect to the validity of this Agreement or the relevant Notes or Coupons or for any act or omission by it in connection with this Agreement or any Note or Coupon except for its own negligence, wilful default, bad faith or fraud, including that of its officers and employees. 18.11 No Paying Agent, as Agent shall have any duty or responsibility in the case may be, were not appointed hereunderof any default by the Issuer in the performance of its obligations under the Conditions. (7) Each 18.12 The Issuer shall provide the Paying Agent with a certified copy of the list of persons the authorised to execute documents and take action on its behalf in connection with this Agreement signatories and shall notify the Paying Agent promptly in writing if any of such persons ceases to be so an authorised signatory or if any additional person becomes so an authorised togethersignatory and, unless and until notified of any such change, the Paying Agent shall be entitled to rely upon any notice, communication or other document by an authorised signatory. 18.13 Notwithstanding anything else contained herein, the Fiscal Agent may refrain without liability from taking any action that it is required to take under the terms of this Agreement that, would or might, in its reasonable opinion (having consulted with legal counsel to the extent practicable and/or permissible), would 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 the EU or any Member State of the EU) or any directive or regulation of any agency of any such state or jurisdiction or which would or might otherwise render it liable to any person and may without liability take any action or refrain from taking any such action that, in its reasonable opinion (having consulted with legal counsel to the extent practicable and/or permissible) is necessary to comply with any such law, directive or regulation. 18.14 Whenever, in the case performance of an additional authorised personits duties under this Agreement, with evidence satisfactory to the a Paying Agent shall deem it desirable that such person has been so authorised. (8) The amount of the Programme may any matter be increased established by the Issuers in accordance with Issuer prior to taking or suffering any action under this Agreement, the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall matter may be deemed to be references conclusively established by a certificate signed by the Issuer and delivered to the increased amount. (9) The Paying Agent and each Paying Agent the certificate shall be a person payments full authorisation to whom are free from FATCA Withholding Tax at the time Paying Agent for any action taken or suffered in good faith by it under the provisions of such Agent’s or Paying Agent’s appointmentthis Agreement in reliance upon the certificate. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax.18.15 If: (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning introduction of U.S. Treasury Regulations Section 1.1441-1(c)(5)or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or (ii) confirms any change in the status of the Issuer of the composition of the shareholders of the Issuer after the date of this Agreement, obliges the Paying Agent or the Registar to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Issuer shall as soon as reasonably possible upon the request of the Paying Agent or the Registrar supply or procure the supply of such documentation and other evidence as is reasonably requested by the Paying Agent or the Registrar in order for the Paying Agent or Registrar to carry out and be satisfied that it will comply has complied with all withholding requirements imposed on payments with respect to the Notes necessary “know your customer” or similar checks under Sections 1441, 1442, all applicable laws and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9regulations. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 11.1 The Paying Agent shall (a) hold all sums received from the Issuer in accordance with this Agreement and the Indenture for payment of principal or any premium or interest on the Notes in trust for the benefit of the Trustee until such sums shall be entitled to deal with money paid to it by any Issuer for the purpose or otherwise disposed of as provided in this Agreement and the Indenture provided that the Paying Agent may use such money as a banker in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right ordinary course of set-off, lien or similar claim in respect thereof; business and without accounting for profits; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes; and and (c) that at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by it shall not be liable to account to any Issuer in trust for any interest thereon except as otherwise agreed between payment in respect of the relevant Issuer and the AgentNotes. (2) 11.2 No monies held by the Paying Agent need be segregated. 11.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 11.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 11.4 The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the case may beIssuer in writing, were not appointed hereunderwill result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 12.1 The Paying Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it hold all sums received from the Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of the Persons entitled thereto until such sums shall not exercise any right be paid to such Persons or otherwise disposed of set-off, lien or similar claim as provided in respect thereof; this Agreement and the Indenture; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes when the same shall be due and payable; and and (c) that at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by it shall not in trust for payment in respect of the Notes. 12.2 No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 12.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers Issuer and, save solely in respect of its obligations under clause 3.1 (solely with respect to the Trustee) and will clause 12.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 12.4 The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which any party expects, and has thus notified the case may beIssuer in writing, were not appointed hereunderwill result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 12.5 Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and, in the circumstances described in subclause 5.2, the Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by any Issuer the coupons (if any) appertaining to the Agent for Relevant Notes (the payment Coupons, respectively). 5.2 At any time after an Event of principal Default or interest on a Potential Event of Default shall have occurred and be continuing or the Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid 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 by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers approved by the Issuer and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request instruction from the Issuer or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer or the Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, it or he or she would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) Each Issuer shall provide 5.7 Under no circumstances will the Calculation Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory liable to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon Issuer or any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant other party to this Agreement and the Conditionsfor any consequential loss (being loss of business, if anygoodwill, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent opportunity or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(eprofit), even if advised of the relevant Issuer will inform the Agent and any other Paying Agent possibility of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxloss. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Save as provided in subclause 2(3) and in subclause (3) of this Clause, each Paying Agent shall be entitled to deal with money paid to it by any the relevant Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2subclause (2) below; and (cb) that it shall not be liable to account to any the relevant Issuer for any interest thereon except thereon, and as otherwise agreed between a result, such money will not be held in accordance with the relevant Issuer and the AgentClient Money Rules. (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Programme Agents shall act solely as agents of the Issuers relevant Issuer (or in the circumstances described in subclause 2(3) above, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Receipts, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon , except that all liability of the Agent with respect thereto shall cease. All funds held by a Paying Agent for payment to the Agent or the Paying Agents Noteholders, Receiptholders and Couponholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other funds, funds except as required by law. (3) None of the Programme Agents shall exercise any right of set-off or lien against an Issuer in respect of any moneys payable to or by it under the terms of this Agreement. (4) The Agent and the other Paying Agents hereby undertake to each Issuer and the Issuers Trustee to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto 3 in the case of the AgentAgent and the Registrar), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement Agreement, the Trust Deed or the Notes against the Agent and the other Paying Agents Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent and the Registrar to perform the duties set out in Appendix F hereto 3 becomes known to it, it will promptly provide such information to the AgentAgent and the Registrar. (45) The Agent and the Registrar may consult with legal and other professional advisers with the prior consent of the relevant Issuer (such consent not to be unreasonably withheld) and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisersadvisers Provided always however that in the event that the Agent requires to consult with legal or other professional advisers at a time when the relevant Issuer cannot be contacted for the purposes of obtaining its prior consent, the Agent shall as soon as practicable following such consultation inform the relevant Issuer thereof. (56) Each of the Agent and the Paying Programme Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers relevant Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuersrelevant Issuer. (67) Any of the Agent and the Paying Programme Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Receipts, Coupons or Talons with the same rights that it, he or she would they have if the relevant Programme Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers relevant Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Notes, Receipts, Coupons or Coupons Talons or in connection with any other obligations of the Issuers relevant Issuer as freely as if the relevant Programme Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (78) For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) Each who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the relevant Issuer, the Trustee, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such Notes for which purpose the bearer of the Global Note (or the Trustee in accordance with the Trust Deed) shall be treated by the relevant Issuer, the Trustee, the Agent and any other Paying Agent as the holder of such Notes in accordance with and subject to its terms (and the expressions “Noteholder”, “holder of Notes” and related expressions shall be construed accordingly). Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and/or Clearstream, Luxembourg, as the case may be. (9) The relevant Issuer shall provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and their specimen signatures and shall notify the Agent promptly and the Registrar immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that such person has been so authorised. (8) 10) The amount relevant Issuer shall, forthwith upon becoming aware of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effectedsame, all references in this Agreement give notice to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss change of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding TaxTrustee. (11) The Agent and None of the Programme Agents shall be under any Paying Agent that is for the purposes of receiving payments obligation to take any action under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), which may be illegal or contrary to applicable law or regulation or (ii) confirms that which it expects will comply with all withholding requirements imposed on payments with respect result in any expense, loss, charge or liability accruing to it, the Notes under Sections 1441payment of which or adequate indemnity against which within a reasonable time is not, 1442in its opinion, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9assured to it. (12) The Agent None of the Programme Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the relevant Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred. (13) Each party to this Agreement shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations or any Paying Agent Notes as that is other party reasonably requests for the purposes of receiving payments under that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Agreement a “foreign person” within subclause 21(13) to the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): extent that: (i) represents that it any such form, documentation or other information (or the information required to be provided on such form or documentation) is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, not reasonably available to such party and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and cannot be obtained by such party using reasonable efforts; or (ii) agrees doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For the purposes of this subclause 21(13), “Applicable Law” shall be deemed to include (i) any rule or practice of any Authority by which any party to this Agreement is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any party to this Agreement that upon its appointment it will provide is customarily entered into by institutions of a similar nature. In this subclause 21(13) “Applicable Law” and “Authority” shall have the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reportingmeanings set out in subclause 6(10) above.

CONDITIONS OF APPOINTMENT. (1) 13.1 The Paying Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) hold all sums received from the Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of persons entitled thereto until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture provided that it shall not exercise any right the Paying Agent may use such money as a banker in the ordinary course of set-off, lien or similar claim in respect thereof; business and without accounting for profits; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes; and and (c) that at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by it shall not in trust for payment in respect of the Notes. 13.2 No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 13.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Calculation Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 13.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 13.4 The Paying Agent, Calculation Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the such document. The Paying Agent, Calculation Agent, Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the date hereof to any relevant documents (including, without limitation, the Indenture), unless it shall have previously agreed to perform such duties. The Paying Agent, Calculation Agent, Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the Issuer in writing, will result in any expense or liability of such Paying Agent, Calculation Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. 13.5 Except as ordered by a court of competent jurisdiction or as required by law, the Paying Agents other than Agent shall be entitled to treat the duty holder of any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or not it is overdue and notwithstanding any notice to act honestly the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and in good faith and shall not be required to exercise obtain any proof thereof or as to the diligence of a reasonably prudent agent in comparable circumstances. Each identity of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agentbearer or holder. (4) 13.6 The Paying Agent, Calculation Agent, Transfer Agent and Registrar may consult with any legal and or other professional advisers (who may be an employee of or legal adviser to the Issuer) selected by it, at the cost of the Issuer, provided that the fees of any such counsel shall be agreed to by the Issuer (acting reasonably) in advance, and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the written opinion of such advisers. (5) Each of the 13.7 The Paying Agent, Calculation Agent, Transfer Agent and the Paying Agents Registrar shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted or suffered by it in reliance upon any instruction, request or order from the Issuer or upon any of the Issuers or any Note, notice, resolution, direction, consent, certificate, affidavit, statement, cable telex, facsimile transmission or other paper document or document which information from any electronic or other source reasonably believed by it reasonably believes to be genuine and to have been delivered, signed or sent otherwise given or disseminated by the proper party or parties parties, even if it is subsequently found not to be genuine or upon written instructions from any of the Issuersto be incorrect. (6) Any of the 13.8 The Paying Agent, Calculation Agent, Transfer Agent and the Paying Agents and their officersRegistrar, directors and employees may become whether acting for itself or in any other capacity, will not be precluded from becoming the owner of, or acquire acquiring any interest in, holding or disposing of any NotesNote or any shares or other securities of the Issuer or any of its subsidiaries, Coupons holding or Talons associated companies (each a “Connected Company”), with the same rights that it, he or she as it would have had if the it were not acting as Paying Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage from entering into or be being interested in any financial contracts or other transaction transactions with any of the Issuers and may act Connected Company or from acting on, or as depositary, trustee or agent for, any committee or body of holders of Notes any securities of any Connected Company and will not be liable to account for any profit. 13.9 The Paying Agent shall not be required to make any payments to any holder of a Note if under any laws or Coupons or in connection with any other obligations of regulations affecting the Issuers as freely as if the Agent or the relevant Paying Agent, such payment is not permitted. In the event of any such laws or regulations affecting the Paying Agent coming to the attention of the Paying Agent it shall forthwith notify the Issuer and the Trustee. 13.10 The Issuer shall do or cause to be done all such acts, matters and things and shall make available all such documents as shall be necessary or desirable to enable the case may bePaying Agent, were not appointed Calculation Agent, Transfer Agent and Registrar to fully comply with and carry out its respective duties and obligations hereunder. 13.11 In no event shall the Paying Agent, Calculation Agent, Transfer Agent or Registrar or any of its affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (7collectively, “Agent Parties”) Each Issuer shall provide have any liability for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise), except to the Agent with a certified copy extent the liability of the list Paying Agent, Calculation Agent, Transfer Agent or Registrar is found in a final non-appealable judgment by a court of persons authorised competent jurisdiction to execute documents and take action on its behalf in connection with this Agreement and shall notify have resulted primarily from the gross negligence, wilful misconduct or fraud of the Paying Agent, Calculation Agent, Transfer Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Registrar or their Agent that such person has been so authorisedParties. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references 13.12 Notwithstanding anything contained in this Agreement to the amount contrary, the Paying Agent, Calculation Agent, Transfer Agent and the Registrar shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control including, without limitation, (i) any governmental activity (whether de jure or de facto), act of authority (whether lawful or unlawful), compliance with any governmental or regulatory order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure, requisition, nationalisation or the imposition of currency or currency control restrictions; (ii) any failure of or the effect of rules or operations of any funds transfer, settlement or clearing system, interruption, loss or malfunction of utilities, communications or computer services or the payment or repayment of any cash or sums arising from the application of any law or regulation in effect now or in the future, or from the occurrence of any event in the country in which such cash is held which may affect, limit, prohibit or prevent the transferability, convertibility, availability, payment or repayment of any cash or sums until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such transferability, convertibility, availability, payment or repayment (and in no event, other than as provided in the Notes, shall the Paying Agent be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event or be obliged to pay any penalty interest); (iii) any strike or work stoppage, go slow, occupation of premises, other industrial action or dispute or any breach of contract by any essential personnel; (iv) any equipment or transmission failure or failure of applicable banking or financial systems; (v) any war, armed conflict including but not limited to hostile attack, hostilities, or acts of a foreign enemy; (vi) any riot, insurrection, civil commotion or disorder, mob violence or act of civil disobedience; (vii) any act of terrorism or sabotage; (viii) any explosion, fire, destruction of machines, equipment or any kind of installation, prolonged breakdown of transport, radioactive contamination, nuclear fusion or fission or electric current; (ix) any epidemic, natural disaster (such as but not limited to violent storm, hurricane, blizzard, earthquake, landslide, tidal wave, flood, damage or destruction by lightning, or drought); or (x) any other act of God. 13.13 Pursuant to and in accordance with the procedures set forth in Article 13 of the Programme shall be deemed Base Indenture (i) the Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent, such sums to be references held by the Trustee upon the same trusts as those upon which such sums were held by the Paying Agent; and, upon such payment by the Paying Agent to the increased amount. (9) The Agent and each Trustee, the Paying Agent shall be a person payments to whom are free released from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments further liability with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting such money and (ii) agrees that upon its appointment it will provide any money deposited with the Issuers Paying Agent in trust for the payment of the principal of or any premium or interest on the Notes remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on the Issuer’s request and all liability of the Paying Agent with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reportingrespect to such trust money shall thereupon cease.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) 5.1 In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and the Guarantor and in the circumstances described in Clause 5.2, the Trustee, and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the NotesRelevant Notes or the receipts or coupons (if any) appertaining thereto (the Coupons, Coupons respectively). 5.2 At any time after an Event of Default or Talons. Moneys paid by a Potential Event of Default shall have occurred or the Trustee shall have received any Issuer money which it proposes to pay under clause 10 of the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid Trust Deed to the relevant Issuer Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer, the Guarantor and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), and in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, forth and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action reasonably taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable statement or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer or the Guarantor. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, it or he or she would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer or the Guarantor as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer 5.7 If the Calculation Agent fails to perform the duties as are herein and in the Conditions specifically set forth which it obliged to perform, the Calculation Agent shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall promptly notify the Agent promptly in writing if any Issuer, the Guarantor and the Trustee of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorisedfailure. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 11.1 The Paying Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) hold all sums received from the Issuer in accordance with this Agreement and the Indenture for payment of principal of or any premium or interest on the Notes in trust for the benefit of the Trustee until such sums shall be paid to such persons or otherwise disposed of as provided in this Agreement and the Indenture provided that it shall not exercise any right the Paying Agent may use such money as a banker in the ordinary course of set-off, lien or similar claim in respect thereof; business and without accounting for profits; (b) as provided give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in Subclause 19(2) belowthe making of any payment of principal of or premium or interest on the Notes; and and (c) that at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held by it shall not in trust for payment in respect of the Notes. 11.2 No monies held by the Paying Agent need be liable to account to any Issuer for any interest thereon segregated, except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 11.3 In acting hereunder under this Agreement and in connection with the Notes, the Paying Agent, Transfer Agent and the Paying Agents Registrar shall act solely as agents agent of the Issuers and will Issuer and, save solely in respect of its obligations under clause 11.1 hereof, shall not thereby assume have any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawTrustee. (3) 11.4 The Paying Agent, Transfer Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and Registrar shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to out in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no this Agreement. No implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancessuch document. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as Transfer Agent and Registrar shall not be obliged to perform any duties additional to or different from such duties resulting from any modification or supplement after the case may bedate hereof to any relevant documents (including, concerned were not appointed hereunderwithout limitation, and may engage or be interested in any financial or other transaction with any of the Issuers and may act onIndenture), or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant unless it shall have previously agreed to perform such duties. The Paying Agent, as Transfer Agent and Registrar shall not be under any obligation to take any action hereunder which either party expects, and has thus notified the case may beIssuer in writing, were not appointed hereunderwill result in any expense or liability of such Paying Agent, Transfer Agent or Registrar, the payment of which within a reasonable time is not, in its opinion, assured to it. (7) Each Issuer shall provide 11.5 Except as ordered by a court of competent jurisdiction or as required by law, the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments entitled to whom are free from FATCA Withholding Tax at treat the time holder of such Agent’s any Note (as evidenced by the register of Notes maintained by the Registrar) as the absolute owner thereof for all purposes (whether or Paying Agent’s appointment. (10not it is overdue and notwithstanding any notice to the contrary or any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within shall not be required to obtain any proof thereof or as to the meaning of Section 1473(1) identity of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent bearer or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxholder. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 21.1 Each Agent shall be entitled to deal with money paid to it by any the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) belowof the money; and (cb) that it shall not be liable to account to any the Issuer for any interest thereon on the money. Monies held by it need not be segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 21.2 In acting hereunder under this Agreement and in connection with the Notes, the each Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any . 21.3 Each Agent undertakes to the Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and its duties, and shall be obliged to perform such the duties and only such the duties, as are herein specifically stated in this Agreement (including Appendix F hereto Schedule 5 in the case of the AgentPrincipal Paying Agent and the Registrar), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicableMemorandum, and no implied duties or obligations (including, without limitation, duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement or the Notes any of those documents against the Agent and the Paying Agents any Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Principal Paying Agent) agrees that if any information that is required by the Principal Paying Agent and the Registrar to perform the duties set out in Appendix F hereto Schedule 5 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent and the Registrar. (4) The 21.4 No Agent shall be obliged to perform additional duties set out in any Pricing Supplement and thereby incorporated into the Conditions unless it shall have previously agreed to perform such duties. If the Conditions are amended on or after a date on which the Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent, it shall not be obliged to perform such duties as so amended unless it has first approved the relevant amendment. No Agent shall be under any obligation to take any action under this Agreement that it expects will result in any expense to or liability of such Agent, the payment of which is not, in its opinion, assured to it within a reasonable time, provided that the relevant Agent shall notify the Issuer in writing as soon as reasonably practicable after the decision not to take such action has been made. 21.5 Each Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) 21.6 Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request or order instruction from any of the Issuers Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party, such party having acted or parties acting on instructions of the Issuer, or upon on written instructions from any of the IssuersIssuer. (6) 21.7 Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she they would have had if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement. (7) Each 21.8 The Issuer shall provide the Principal Paying Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Principal Paying Agent promptly and the Registrar immediately in writing if any of such those persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that such the person has been so authorised. 21.9 Except as otherwise permitted in the Conditions or as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer and each of the Agents shall be entitled to treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner of it (8) whether or not it is overdue and notwithstanding any notice of ownership or writing on it or notice of any previous loss or theft of it). 21.10 None of the Agents shall be under any obligation to take any action under this Agreement which may be illegal or contrary to applicable law or regulation.. 21.11 None of the Agents shall have any obligation or duty (i) to monitor or inquire as to the performance of the Issuer of its obligations under the Notes, this Agreement or any other relevant documents or (ii) to determine or take any steps to ascertain whether any relevant event under the Notes has occurred. 21.12 The amount of the Programme may be increased by the Issuers Issuer in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. 21.13 Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant party to this Agreement shall, within ten business days (in the place of the requesting party) of a written request by another party, supply to that other party such forms, documentation and the Conditionsother information relating to it, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent its operations or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not (subject to FATCA Withholding Tax by reason of being “grandfathered” lose any non-disclosure agreements relating to such grandfathered status information or documentation) as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any that other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is party reasonably requests for the purposes of receiving payments under that other party's compliance with Applicable Law and shall notify the relevant other party as soon as reasonably practicable in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Agreement not a “foreign person” within subclause 21.13 to the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): extent that: (i) represents that it any such form, documentation or other information (or the information required to be provided on such form or documentation) is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect not reasonably available to the Notes under Sections 1441, 1442, such party and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.cannot be obtained by such party using reasonable efforts; or

CONDITIONS OF APPOINTMENT. (1) ‌ 19.1 The Agent shall be entitled to deal with money paid to it by any Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) 19.1.1 that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) 19.1.2 as provided in Subclause 19(2) Clause 19.2 below; and (c) 19.1.3 that it shall not be liable to account to any Issuer or the Guarantor for any interest thereon thereon, except as otherwise specifically agreed between the relevant Issuer Issuer, the Guarantor and the Agent. (2) 19.2 In acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon , except that all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents for payment to the Noteholders, and Couponholders shall be held on behalf of the Noteholders and Couponholders, to be applied as set forth herein, but need not be segregated from other funds, funds except as required by law.law.‌ (3) 19.3 The Agent and the Paying Agents hereby undertake to the Issuers and the Guarantor to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent)herein, in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to forth (including Schedule 3 in writing by the relevant Issuer, case of the Agent and the Paying Agents as applicableAgent), and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto Schedule 3 becomes known to it, it will promptly provide such information to the Agent. 19.4 Except as ordered by a court of competent jurisdiction or required by law or otherwise instructed by the Issuer or the Guarantor, each of the Paying Agents shall be entitled to treat the holder of any Note or Coupon as the absolute owner thereof for all purposes (4) The whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or other writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon). 19.5 With the approval of the relevant Issuer or the Guarantor (such approval not to be unreasonably withheld), the Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) 19.6 Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersIssuers or the Guarantor. (6) 19.7 Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he it or she they would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons the Guarantor or in connection with any other obligations of any of the Issuers or the Guarantor as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) 19.8 Each Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly as soon as is practicable in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised.authorised.‌ (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected19.9 Notwithstanding anything else herein contained, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if may refrain without liability from doing anything that would or might in its status as an NFFE were reasonable opinion be contrary to changeany applicable law of any state or jurisdiction (including but not limited to, the European Union, the United States of America, in which eventeach case, the relevant Issuer will provide the Agent with sufficient information to determine if or any jurisdiction forming a part of it and the amount England & Wales) or any applicable directive or regulation of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent agency of any such loss state or jurisdiction and may without liability do anything which is, in its reasonable opinion, necessary to comply with any such applicable law, directive or regulation. A copy of grandfathered status prior all communications relating to the date on which subject matter of this Agreement between any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent Issuer or the Guarantor and any Noteholders or Couponholders and any of the Paying Agent that is for Agents (other than the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (iAgent) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect shall be sent to the Notes under Sections 1441, 1442, and Agent by the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9relevant Paying Agent. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 21.1 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall be entitled to deal with money paid to it by any the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (cb) that it shall not be liable to account to any the Issuer for any interest thereon except as otherwise agreed between thereon. 21.2 Notwithstanding the relevant Issuer and deposit of any notes with the Agent. (2) In , in acting hereunder and in connection with the Notes, each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Paying Agents Registrar shall act solely as agents an agent of the Issuers Issuer (or, in the circumstances described in subclause 2.6 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability . 21.3 Each of the Agent with respect thereto shall cease. All funds held by Paying Agents, the Agent or Transfer Agents, the Paying Agents need not be segregated from other funds, except as required by law. (3) The Exchange Agent and the Paying Agents Registrar hereby undertake undertakes to the Issuers Issuer to perform such obligations and duties, and shall be obliged to perform such obligations and duties and only such obligations and duties, as are herein (including Appendix F hereto Schedule 7 in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied obligations or duties (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement any such document against any Paying Agent, Transfer Agent, the Exchange Agent or the Notes against the Agent and the Paying Agents Registrar, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) ), the Transfer Agents, the Exchange Agent and the Registrar agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto Schedule 7 becomes known to it, it will promptly provide such information to the Agent. (4) 21.4 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. 21.5 The Agent, the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) 21.6 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Paying Agents Registrar shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer (howsoever received) or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersIssuer. (6) 21.7 Any of the Paying Agents, the Transfer Agents, the Exchange Agent and or the Paying Agents Registrar and their respective officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, it or he or she would have had if the relevant Paying Agent or Transfer Agent concerned, the Exchange Agent or the relevant Paying AgentRegistrar, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the relevant Paying Agent or Transfer Agent, the Exchange Agent or the relevant Paying AgentRegistrar, as the case may be, were not appointed hereunderhereunder without regard to the interests of the Issuer and shall be entitled to retain and shall not in anyway be liable to account for any profit made or share of brokerage or remuneration or other amount or benefit received thereby or in connection therewith. (7) Each 21.8 The Issuer shall provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement (as referred to in paragraph 2 of Part I of Appendix A of the Programme Agreement) and shall notify the Agent promptly and the Registrar immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that such person has been so authorised. 21.9 Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer, the Trustee, the Registrar and each of the Paying Agents shall be entitled to treat the bearer or registered owner of any Note or Coupon as the absolute owner thereof (8) whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof). 21.10 The amount of the Programme may be increased by the Issuers Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount. 21.11 The Issuer shall forthwith give notice to the Agent of any change of the Trustee. 21.12 Nothing in this Agreement shall require the Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (9) or equivalent rules of any other competent authority besides FCA). 21.13 The Agent shall be entitled to take any action or to refuse to take any action which the Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. 21.14 Each of the Agent and each Paying Agent shall undertakes to inform the Issuer immediately if it ceases to be a person payments to whom are free exempt from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointmentWithholding. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys , except that all funds held by the Agent or the Paying Agents for payment to the Noteholders shall be held in trust, to be applied as set forth herein, but need not be segregated from other funds except as required by law; provided, however, that moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the Issuers. (6) Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) 19.1 The Agent shall be entitled to deal with money paid to it by any the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) subclause 19.2 below; and (c) that it shall not be liable to account to any the Issuer for any interest thereon thereon. No monies held by any Paying Agent need be segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) In 19.2 Without prejudice to the provisions of clauses 7 and 27, in acting hereunder and in connection with the Notes, the Agent and the Paying Agents shall act solely as agents of the Issuers Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Receipts or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by lawCoupons. (3) 19.3 The Agent and the Paying Agents hereby undertake to the Issuers Issuer to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein (including Appendix F hereto in the case of the Agent)herein, in the Conditions and in Conditions, the Procedures Memorandum and the applicable Final Terms specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Agents. 19.4 Each of the Agent and the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) The Agent may consult with legal and other professional advisers approved by the Issuer, such approval not to be unreasonably withheld, and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) 19.5 Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersIssuer. (6) 19.6 Any of the Agent and the Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Receipts or Coupons or Talons with the same rights (but without prejudice to any limitations which might apply in any other capacity) that it, it or he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in (subject as aforesaid) any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Notes, Receipts or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each 19.7 The Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount 19.8 Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), Issuer and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were Paying Agents shall be entitled to change, in which event, treat the relevant Issuer will provide the Agent with sufficient information to determine if and the amount bearer of any payment to be made by such Issuer pursuant to this Agreement Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and the Conditions, if any, that constitutes a “passthru payment” within the meaning notwithstanding any notice of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent ownership or any other Paying Agent is obliged to make any withholding writing thereon or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent notice of any such previous loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxor theft thereof). (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 5.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the Relevant Notes, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer and, in the circumstances described in subclause 5.2, the Trustee and will shall not thereby assume be under any fiduciary duty or other obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Notes or Talons. Moneys paid by any Issuer the coupons (if any) appertaining to the Agent for Relevant Notes (the payment Coupons). 5.2 At any time after an Event of principal Default or interest on a Potential Event of Default shall have occurred and be continuing or the Notes remaining unclaimed at the end of five years after such principal or interest shall otherwise have become due and payable repayable or the Trustee shall be repaid have received any money which it proposes to pay under clause 9 (Application of Moneys) of the Trust Deed to the relevant Noteholders and/or Couponholders, the Trustee may by notice in writing to the Issuer and the Calculation Agent require the Calculation Agent pursuant to this Agreement: (a) to act thereafter as provided and in the manner set forth in the Notes whereupon all liability Calculation Agent 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 Calculation Agent with respect thereto shall cease. All funds 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 documents and records held by it in respect of Notes and Coupons on behalf of the Trustee; or (b) to deliver up all documents and records held by it 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 Calculation Agent is obliged not to release by any law or the Paying Agents need not be segregated from other funds, except as required by lawregulation. (3) The 5.3 In relation to each issue of Relevant Notes, the Calculation Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent expert in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 5.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such the advisers. (5) Each of the 5.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instruction, request instruction from the Issuer or order from any of the Issuers Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer or the Trustee. 5.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons (if any) with the same rights that it, he it or she they would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 22.1 Save as provided in Clauses 22.2 and 22.3 below, the Principal Paying Agent shall be entitled to deal with money paid to it by any the Issuer for the purpose purposes of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall and not exercise any right of set-offsubject to the Client Money Rules, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it and shall not be liable to account to any the Issuer for any interest thereon thereon. No money held by any Paying Agent need be segregated except as otherwise agreed between the relevant Issuer and the Agentrequired by law. (2) 22.2 In acting hereunder under this Agreement and in connection with the Notes, the Agent Notes and the Paying Agents Coupons, each Agent shall act solely as agents an agent of the Issuers Issuer and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners Noteholders, Receiptholders or holders of Couponholders, except that funds received by the Notes, Coupons or Talons. Moneys paid by any Issuer to the relevant Agent for the payment of principal or interest on any sums due in respect of any Series of the Notes remaining unclaimed at and the end of five years after such principal or interest shall become due and payable Coupons relating thereto shall be repaid to held by it in trust for the relevant Issuer Noteholders and Couponholders (as provided and in the manner set forth in case may be) until the Notes whereupon all liability expiration of the relevant period under Condition 8. 22.3 No Agent with shall exercise any right of set-off or lien against the Issuer or any Noteholders or Couponholders in respect thereto shall cease. All funds held of any moneys payable to or by it under the Agent terms of this Agreement. 22.4 Except as ordered by a court of competent jurisdiction or the Paying Agents need not be segregated from other funds, except as required by law, each Agent shall be entitled to treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not such Note, Receipt or Coupon shall be overdue and notwithstanding any notice of ownership or other writing thereon or any notice of previous loss or theft thereof) and shall not be required to obtain any proof thereof or as to the identity of the bearer or registered holder, subject, in relation to any Global Note, as provided in the Conditions. (3) The 22.5 Each Agent and the Paying Agents hereby undertake to the Issuers to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, duties as are herein (including Appendix F hereto in the case of the Agent), in the Conditions and in the Procedures Memorandum Notes specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the Paying Agents other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstancesAgents. Each of the Paying Agents (other than the AgentPrincipal Paying Agent and the Registrar) agrees that if any information that is required by the Principal Paying Agent or the Registrar to perform the duties set out in Appendix F hereto Schedule 6 becomes known to it, it will promptly provide such information to the AgentPrincipal Paying Agent or the Registrar (as applicable). (4) 22.6 The Principal Paying Agent and the Registrar may consult on any legal matter in relation to the Notes or this Agreement any legal adviser selected by it, after consultation if practicable with the Issuer, who may be an employee of or legal adviser to the Issuer, and other professional advisers and the opinion of such advisers it shall be full protected and complete protection in respect of any shall incur no liability for action taken, omitted or suffered hereunder to be taken, with respect to such matter in good faith and in accordance with the opinion of such adviserslegal adviser. (5) 22.7 Each of the Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any of the Issuers other Agent, or any Note or Coupon, or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, e-mail or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersIssuer. (6) 22.8 Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Notes or Coupons or Talons with the same rights that it, it or he or she would have if the Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Noteholders or Coupons Couponholders or in connection with any other obligations of the Issuers Issuer as freely as if the such Agent or the relevant Paying Agent, as the case may be, were not appointed hereunderunder this Agreement and will not be liable to account for any profit. (7) Each 22.9 The Issuer shall provide the Principal Paying Agent and the Registrar and each other Paying Agent with a certified copy of the certified list of persons authorised to execute documents and take action on its behalf in connection with this Agreement (as referred to in paragraph 3 of Appendix A to the Programme Agreement) and shall notify the Principal Paying Agent promptly and the Registrar and each Paying Agent immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Principal Paying Agent and the Registrar that such person has been so authorised. (8) 22.10 The Issuer shall do or cause to be done all such acts, matters and things and shall make available all such documents as shall be necessary to enable each Agent to fully comply with and carry out its duties and obligations hereunder. 22.11 The Principal Paying Agent and the Registrar may call for and shall rely on any records, certificate or other document of or to be issued by Euroclear or Clearstream in relation to any determination of the principal amount of (i) Bearer Notes represented by a NGN (ii) or Registered Notes which are held under the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme AgreementNSS. Upon Except for manifest error, any increase being effectedsuch records, all references in this Agreement to the amount of the Programme certificate or other document shall be deemed conclusive and binding for all purposes. The Principal Paying Agent and the Registrar shall not be liable to any person by reason of having acquired as valid or not having rejected any such records, certificate or other document to such effect purporting to be references issued by Euroclear or Clearstream and subsequently found to the increased amountbe forged or not authentic, except where such forgery or non authenticity is manifest. (9) The 22.12 In the event that an Agent and each Paying receives conflicting, unclear or equivocal instructions, such Agent shall be a entitled not to take any action until such instructions have been resolved or clarified to its satisfaction and such Agent shall not be or become liable in any way to any person payments for any failure to whom are free from FATCA Withholding Tax at the time of comply with any such Agent’s conflicting, unclear or Paying Agent’s appointmentequivocal instructions. 22.13 Notwithstanding any other provision of this Agreement, any party to this Agreement may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (10including but not limited to English law) Payments made 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. 22.14 The Issuer undertakes to each Agent that: 22.14.1 it will provide to each Agent all documentation and other information required by TMCC are each Agent from U.S. source time to time for U.S. federal each Agent to comply with any Applicable Law forthwith upon request by each Agent; and 22.14.2 it will notify each Agent in writing within 30 days of any change of which it is or becomes aware that affects the Issuer’s tax purposes and are “withholdable payments” within status pursuant to any Applicable Law to the meaning of Section 1473(1) extent that it relates to the Issuer’s obligations under this Agreement and/or the Notes. It shall be the sole responsibility of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of whether a deduction or withholding is or will be required from any payment to be made by such Issuer pursuant to in respect of the Notes or otherwise in connection with this Agreement and to procure that such deduction or withholding is made in a timely manner to the Conditions, if any, that constitutes a “passthru payment” within the meaning appropriate Authorities and shall promptly notify each Agent upon determining or becoming aware of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the such requirement. The Issuer shall provide such Agent with all information required for such Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged be able to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Taxpayment. (11) 22.15 The relevant Agent and any Paying shall notify the Issuer if it becomes aware that the Issuer can no longer pay that Agent that is for without FATCA withholding. 22.16 If the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms Issuer determines in its sole discretion that it will comply be required to withhold or deduct any FATCA withholding in connection with all withholding requirements imposed any payment due on payments with respect any Notes, then the Issuer shall be entitled to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and re-direct or reorganise any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents such payment in any way that it sees fit in order that the payment may be made without FATCA withholding, provided that any such re- direction or reorganisation of any payment is made through a “qualified intermediary” within the meaning recognised institution of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, international standing and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers such payment is otherwise made in accordance with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reportingthis Agreement.

CONDITIONS OF APPOINTMENT. (1) The ‌ 21.1 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar shall be entitled to deal with money paid to it by any the Issuer for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (cb) that it shall not be liable to account to any the Issuer for any interest thereon except as otherwise agreed between thereon. 21.2 Notwithstanding the relevant Issuer and deposit of any notes with the Agent. (2) In , in acting hereunder and in connection with the Notes, each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Paying Agents Registrar shall act solely as agents an agent of the Issuers Issuer (or, in the circumstances described in subclause 2.6 above, the Trustee) and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by any Issuer to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability . 21.3 Each of the Agent with respect thereto shall cease. All funds held by Paying Agents, the Agent or Transfer Agents, the Paying Agents need not be segregated from other funds, except as required by law. (3) The Exchange Agent and the Paying Agents Registrar hereby undertake undertakes to the Issuers Issuer to perform such obligations and duties, and shall be obliged to perform such obligations and duties and only such obligations and duties, as are herein (including Appendix F hereto Schedule 7 in the case of the Agent), in the relevant Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied obligations or duties (including without limitation duties or obligations of a fiduciary or equitable nature) shall be read into this Agreement any such document against any Paying Agent, Transfer Agent, the Exchange Agent or the Notes against the Agent and the Paying Agents Registrar, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) ), the Transfer Agents, the Exchange Agent and the Registrar agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto Schedule 7 becomes known to it, it will promptly provide such information to the Agent. (4) 21.4 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. 21.5 The Agent, the Paying Agents, the Transfer Agents, the Exchange Agent and the Registrar may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) 21.6 Each of the Paying Agents, the Transfer Agents, the Exchange Agent and the Paying Agents Registrar shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any of the Issuers Issuer (howsoever received) or any notice, resolution, direction, consent, certificate, affidavit, statement, cable cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersIssuer. (6) 21.7 Any of the Paying Agents, the Transfer Agents, the Exchange Agent and or the Paying Agents Registrar and their respective officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, it or he or she would have had if the relevant Paying Agent or Transfer Agent concerned, the Exchange Agent or the relevant Paying AgentRegistrar, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers Issuer as freely as if the relevant Paying Agent or Transfer Agent, the Exchange Agent or the relevant Paying AgentRegistrar, as the case may be, were not appointed hereunderhereunder without regard to the interests of the Issuer and shall be entitled to retain and shall not in anyway be liable to account for any profit made or share of brokerage or remuneration or other amount or benefit received thereby or in connection therewith. (7) Each 21.8 The Issuer shall provide the Agent and the Registrar with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement (as referred to in paragraph 2 of Part I of Appendix 1 of the Programme Agreement) and shall notify the Agent promptly and the Registrar immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent and the Registrar that such person has been so authorisedauthorised.‌ 21.9 Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Issuer, the Trustee, the Registrar and each of the Paying Agents shall be entitled to treat the bearer or registered owner of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof). (8) 21.10 The amount of the Programme may be increased by the Issuers Issuer in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount. 21.11 The Issuer shall forthwith give notice to the Agent of any change of the Trustee. 21.12 Nothing in this Agreement shall require the Agent to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (9) or equivalent rules of any other competent authority besides FCA). 21.13 The Agent shall be entitled to take any action or to refuse to take any action which the Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. 21.14 Each of the Agent and each Paying Agent shall undertakes to inform the Issuer immediately if it ceases to be a person payments to whom are free exempt from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointmentWithholding. 21.15 In relation to any issue of Subordinated Notes, the Issuer shall notify the Agent, the Registrar and the Trustee if at any time the Issuer gives (10i) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1a Deferral Notice pursuant to Condition 5(a) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Subordinated Notes that were it will not subject to FATCA Withholding Tax by reason be making a payment of being “grandfathered” lose interest in respect of such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and Subordinated Notes on any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), Interest Payment Date or (ii) confirms a notice to the Noteholders pursuant to Condition 5(a) of the Subordinated Notes that all outstanding Arrears of Interest will be satisfied, such notice to state the Optional Deferred Interest Settlement Date. 21.16 Notwithstanding the flexibility contained in the relevant Conditions, the Issuer agrees that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9not give notice of more than one Optional Deferred Interest Settlement Date in any calendar month. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The Agent shall be entitled to deal with money paid to it by any Issuer for the purpose of 6.1 In acting under this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (c) that it shall not be liable to account to any Issuer for any interest thereon except as otherwise agreed between the relevant Issuer and the Agent. (2) In acting hereunder and in connection with the NotesRelevant Bonds, the Calculation Agent and the Paying Agents shall act solely as agents an agent of the Issuers Issuer, the CBC and/or the Security Trustee and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons Relevant Bonds or Talons. Moneys paid by any Issuer the coupons (if any) appertaining to the Relevant Bonds (the 'Coupons'). 6.2 At any time after an Issuer Event of Default and/or a CBC Event of Default has occurred and is continuing, the Calculation Agent shall be required upon receipt of a notice in writing from the Security Trustee: to act thereafter as Calculation Agent of the Security Trustee respectively, in relation to the calculations or payments to be made by or on behalf of the Security Trustee under the provisions of the Trust Deed, mutatis mutandis, on the terms provided in this Agreement (save that the Security Trustee's liability under any provision hereof for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due and payable shall be repaid to the relevant Issuer as provided and in the manner set forth in the Notes whereupon all liability indemnification of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Calculation Agent and the Paying Agents hereby undertake Registrar shall be limited to the Issuers amount for the time being received or recovered by the Security Trustee under the Security and the Parallel Debt Agreement subject to perform the Post CBC Acceleration Notice Priority of Payments) and therefore to hold all Covered Bonds and Coupons and all sums, documents and records held by it in respect of the Covered Bonds and the Coupons on behalf of the Security Trustee; or to deliver all Covered Bonds and Coupons and all sums, documents and records held by it in respect of Covered Bonds and Coupons to the Security Trustee or as the Security Trustee shall direct in such obligations and dutiesnotice, and provided that such notice shall be deemed not to apply to any documents or records which the Calculation Agents is obliged not to release pursuant to any applicable law or regulation. 6.3 In relation to each issue of Relevant Bonds, the Calculation Agent shall be obliged to perform such the duties and only such duties, as are herein (including Appendix F hereto the duties specifically stated in the case of the Agent), in this Agreement and the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied duties or obligations shall be read into this Agreement or the Notes Conditions against the Agent and the Paying Agents Calculation Agent, other than the duty to act honestly and in good faith accordance with standards of reasonableness and fairness and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto becomes known to it, it will promptly provide such information to the Agent. (4) 6.4 The Calculation Agent may consult with legal and other professional advisers and the opinion of such the advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder under this Agreement in good faith and in accordance with the opinion of such advisers. (5) Each of the 6.5 The Calculation Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon on any instructioninstruction from the Issuer, request the CBC or order from any of the Issuers Security Trustee or any notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent delivered by the proper party or parties or upon on written instructions from the Issuer, the CBC or the Security Trustee. 6.6 The Calculation Agent and any of the Issuers. (6) Any of the Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Covered Bonds or Coupons or Talons (if any) with the same rights that it, it or he or she would have had if the Calculation Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunderunder this Agreement, and may engage or be interested in any financial or other transaction with any of the Issuers Issuer or the CBC and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes Covered Bonds or Coupons or in connection with any other obligations of the Issuers Issuer or the CBC as freely as if the Calculation Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder. (7) Each Issuer shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent promptly in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. (8) The amount of the Programme may be increased by the Issuers in accordance with the procedure set out in the Programme Agreement. Upon any increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the increased amount. (9) The Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at the time of such Agent’s or Paying Agent’s appointment. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which event, the relevant Issuer will provide the Agent with sufficient information to determine if and the amount of any payment to be made by such Issuer pursuant to this Agreement and the Conditions, if any, that constitutes a “passthru payment” within the meaning of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether and in what amount the Agent or any other Paying Agent is obliged to make any withholding or deduction of applicable FATCA Withholding Tax. In the event that any Notes that were not subject to FATCA Withholding Tax by reason of being “grandfathered” lose such grandfathered status as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9Agreement. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.

CONDITIONS OF APPOINTMENT. (1) The 18.1 Each Paying Agent shall be entitled to deal with money paid to it by any the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except: (a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof; (b) as provided in Subclause 19(2) below; and (cb) that it shall not be liable to account to any the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor for any interest thereon except as otherwise agreed between the relevant Issuer and the Agentthereon. (2) 18.2 In acting hereunder and in connection with the Notes, the each Paying Agent and the Paying Agents shall act solely as agents an agent of the Issuers Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor (or, in the circumstances described in Clause 2.5 above, the Trustee) and will not thereby assume any obligations or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons. Moneys paid by Talons or any Issuer other third party. 18.3 Each Paying Agent hereby undertakes to the Agent for the payment of principal or interest on Notes remaining unclaimed at the end of five years after such principal or interest shall become due Relevant Issuer and payable shall be repaid to the relevant Issuer as provided and (in the manner set forth in case of Guaranteed Notes) the Notes whereupon all liability of the Agent with respect thereto shall cease. All funds held by the Agent or the Paying Agents need not be segregated from other funds, except as required by law. (3) The Agent and the Paying Agents hereby undertake to the Issuers Guarantor to perform such obligations and duties, and shall be obliged to perform such obligations and duties and only such obligations and duties, as are herein (including Appendix F hereto Schedule 3 in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth, or are otherwise agreed to in writing by the relevant Issuer, the Agent and the Paying Agents as applicable, and no implied obligations or duties or obligations shall be read into this Agreement or the Notes any such document against the Agent and the any Paying Agents Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Appendix F hereto Schedule 3 becomes known to it, it will promptly provide such information to the Agent.Agent.‌ (4) 18.4 The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers. (5) 18.5 Each of the Paying Agent and the Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from any the Relevant Issuer or (in the case of Guaranteed Notes) the Issuers Guarantor or any notice, resolution, direction, consent, certificate, affidavit, statement, cable statement or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from any of the IssuersRelevant Issuer or the Guarantor, as the case may be. (6) 18.6 Any of the Paying Agent and the Paying Agents and their its officers, directors and employees may become the owner of, or and/or acquire any interest in, any Notes, Coupons or Talons with the same rights that it, it or he or she would have had if the Paying Agent or the relevant Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with any of the Issuers or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuers or the Guarantor as freely as if the Paying Agent or the relevant Paying Agent, as the case may be, were not appointed hereunder.hereunder.‌ (7) 18.7 Each Issuer of the Issuers and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement (as referred to in paragraph 3 of Part I of Appendix I of the Programme Agreement) and shall notify the Agent promptly immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised. 18.8 Except as ordered by a court of competent jurisdiction or as required by law or applicable regulations, the Relevant Issuer, (8) in the case of Guaranteed Notes) the Guarantor, the Trustee and each of the Paying Agents shall be entitled to treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof). 18.9 The amount of the Programme may be increased by the Issuers and the Guarantor in accordance with the procedure set out in the Programme Agreement. Upon any such increase being effected, all references in this Agreement to the amount of the Programme shall be deemed to be references to the such increased amount. (9) 18.10 The Issuers and the Guarantor shall forthwith give notice to the Agent and each Paying Agent shall be a person payments to whom are free from FATCA Withholding Tax at of any change of the time of such Agent’s or Paying Agent’s appointmentTrustee. (10) Payments made by TMCC are from U.S. source for U.S. federal tax purposes and are “withholdable payments” within 18.11 The Paying Agents will only be liable to the meaning of Section 1473(1) of the Code. Each of TMF, TCCI and TFA is an “NFFE” within the meaning of Treasury Regulation Section 1.1471-1(b)(80), and each of TMF, TCCI and TFA will advise the Agent if its status as an NFFE were to change, in which eventIssuers, the relevant Issuer will provide Guarantor and/or the Agent with sufficient information Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to determine if and the amount Issuers, the Guarantor and/or the Trustee (Liabilities) to the extent that the Paying Agents have been negligent, fraudulent or in wilful default in respect of its obligations under this Agreement. The Paying Agents shall not otherwise be liable or responsible for any payment Liabilities or inconvenience which may result from anything done or omitted to be made done by such Issuer pursuant to it in connection with this Agreement and Agreement. For the Conditions, if any, that constitutes a “passthru payment” within avoidance of doubt the meaning failure of Treasury Regulation Section 1.1471-1(b)(95) so as to enable the Agent to determine whether make a claim for payment of interest and principal on the Relevant Issuer or (in what amount the Agent case of Guaranteed Notes) the Guarantor, or to inform any other Paying Agent is obliged or clearing system of a failure on the part of the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor to meet any such claim or to make any withholding a payment by the stipulated date, shall not be deemed to constitute negligence, fraud or deduction wilful default on the part of applicable FATCA Withholding Taxthe Agent.‌ 18.12 Liabilities arising under paragraph 18.11 shall be limited to the amount of the Issuers, the Guarantor and/or the Trustee’s actual loss. In Such actual loss shall be determined (i) as at the event that any Notes that were not subject to FATCA Withholding Tax by reason date of being “grandfathered” lose such grandfathered status default of the relevant Paying Agent or, if later, the date on which the loss arises as a result of undergoing a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3(e), the relevant Issuer will inform the Agent and any other Paying Agent of any such loss of grandfathered status prior to the date on which any payments on such Notes would become subject to FATCA Withholding Tax. (11) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement not a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a financial institution within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(5), (ii) confirms that it will comply with all withholding requirements imposed on payments with respect to the Notes under Sections 1441, 1442, and the Foreign Account Tax Compliance Act and (iii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-9. (12) The Agent and any Paying Agent that is for the purposes of receiving payments under this Agreement a “foreign person” within the meaning of U.S. Treasury Regulations Section 1.1441-1(c)(2): (i) represents that it is a “qualified intermediary” within the meaning of U.S. Treasury Regulations Section 1.1441-1(e)(5)(ii), will remain so, and will assume primary chapter 3 and chapter 4 withholding and 1099 reporting and (ii) agrees that upon its appointment it will provide the Issuers with a properly completed, signed and valid IRS Form W-8IMY, with its Global Intermediary Identification Number included thereon and identifying itself as a qualified intermediary that has undertaken primary responsibility for chapter 3 and chapter 4 withholding and 1099 reporting.default and