Common use of Changes in Agents Clause in Contracts

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent may, upon ten

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, 10.1 Any Registrar or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, in its capacity as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which such may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation giving to provide any reason therefor) with prior it of at least 30 days’ written notice to the Trustee that effect signed on at least 60 days’ notice in writing from behalf of the Issuer specifying the date when the on which such removal shall become effective. 25.4 . Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation under Clause 25.2 shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of an Agent under Clause 25.3 any Registrar or 25.5 shall only take effect upon the appointment by the Issuer of a successor Paying Agent, as the case may be, approved in writing shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Trustee Issuer as hereinafter provided, and (such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27Agents. The Issuer agrees with each of the Agents Agent that if, if by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2notice, the Issuer has not appointed a successor Agent, approved the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Trustee then Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent mayshall be entitled to receive, upon tenall moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 25.1 The Issuer agrees that, for so long 12.1 Any Agent in its capacity as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which such may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation giving to provide any reason therefor) with prior it of at least 30 days’ written notice to the Trustee that effect signed on at least 60 days’ notice in writing from behalf of the Issuer specifying the date when the on which such removal shall become effective. 25.4 . Any Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation under Clause 25.2 shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor any Agent, as the case may be, approved in writing shall not take effect until a successor Agent has been appointed by the Trustee Issuer as hereinafter provided, and (such successor Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27Agents. The Issuer agrees with each of the Agents Agent that if, if by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2notice, the Issuer has not appointed a successor Agent, approved the relevant Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 12.2 Upon its resignation or removal taking effect, the Fiscal Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Fiscal Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 12.1. 12.3 In case at any time any Agent shall resign or shall be removed, the successor Agent may be appointed by the Issuer by an instrument in writing given to the successor Agent. Upon the appointment of such successor Agent and acceptance by it of such appointment, the Agent so superseded shall cease to be an Agent hereunder. 12.4 Any successor Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of its predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent, if any, upon payment by the Trustee then Issuer of any amounts due and payable to such Agent maypursuant to this Agreement, upon tenshall thereupon become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment an Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 12.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 12.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to DTC for communication by DTC and its participants to the Holders in accordance with the Conditions.

Changes in Agents. 25.1 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Fiscal Agent and have been returned to the Issuer, as provided in this Agreement: (a) in the case of ISD Notes, there will at all times be an ISD Agent authorised to act as an account holding institution with the ISD and one or more calculation agent(s) where the Terms and Conditions of the relevant ISD Notes so require;‌ (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Fiscal Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Fiscal Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agenta Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest)5.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices).13.‌ 25.2 23.2 Each of the Fiscal Agent and the Registrar may (subject as provided in Clause 25.4subclause 23.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 90 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective effective.‌ 23.3 Each of the Fiscal Agent and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent the Registrar may (subject as provided in Clause 25.4subclause 23.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 45 days’ notice in writing from the Issuer specifying the date when the removal shall become effective.effective.‌ 25.4 23.4 Any resignation under Clause 25.2 subclause 23.2 or removal of an the Fiscal Agent or Registrar under Clause 25.3 subclauses 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuer of a successor AgentFiscal Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agentthe Fiscal Agent or Registrar, the case may be,) on the expiry of the notice to be given under Clause 27clause 25. The Issuer agrees with each of the Agents Fiscal Agent or the Registrar that if, by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2subclause 23.2, the Issuer has not appointed a successor Fiscal Agent or Registrar, the case may be, then the Fiscal Agent or Registrar, the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent or Registrar, the case may be, a reputable financial institution of good standing which the Issuer shall approve.‌ 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 25, the Agent so superseded shall cease to be an Agent under this Agreement. 23.6 Subject to subclause 23.1, the Issuer may, after prior consultation with the Fiscal Agent, approved terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Fiscal Agent and to the relevant other Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency).‌ 23.7 Subject to subclause 23.1, all or any of the Agents (other than the Fiscal Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days’ written notice to that effect. 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Fiscal Agent and the Registrar, as soon as reasonably practicable transfer all moneys and records held by it under this Agreement to the successor Fiscal Agent; and (b) be entitled to the payment by the Trustee then such Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18. 23.9 Upon its appointment becoming effective, a successor or new Agent mayshall, upon tenwithout any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 (1) The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent Registrar may (subject as provided in Clause 25.4to sub-clause (3) below) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) as Registrar by giving at least 60 90 days’ ' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each Agent (2) The Registrar may (subject as provided in Clause 25.4to sub-clause (3) below) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior on at least 45 days' written notice to the Trustee Registrar, signed on at least 60 days’ notice in writing from behalf of the Issuer and specifying such removal and the date when the removal it shall become effective. 25.4 (3) Any resignation under Clause 25.2 sub-clause (1) or removal of an Agent under Clause 25.3 sub-clauses (2) or 25.5 (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Agent, as the case may be, approved in writing by the Trustee Registrar and (other than in cases of insolvency of an Agentthe Registrar) on the expiry of the notice to be given under Clause 2712. The Issuer agrees with each of the Agents Registrar that if, by the day falling thirty five (35) ten days after before the receipt expiry of any notice under Clause 25.2sub-clause (1), the Issuer it has not appointed a successor Registrar, then the Registrar shall be entitled, on behalf of the Issuer, to appoint as a successor Registrar in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). (4) In case at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder. (5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent). (6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect. (7) Upon its resignation or removal becoming effective, the Registrar or the Paying Agent concerned; (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the termination of appointment of the Paying Agent no successor Paying Agent, approved in writing to the Registrar; and (b) shall be entitled to the payment by the Trustee then Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 8. (8) In the event of the resignation of the Paying Agent or the Registrar, or in the case of the Registrar, its removal by the Issuer due to any of the circumstances set out in sub-clause (4) above, such Agent mayshall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, upon tenbut not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context). (9) Upon its appointment becoming effective, a successor Registrar and any new Paying Agent shall, without further act, become vested with all the rights and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder. (10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which Any Agent may be resign its appointment hereunder upon the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations expiration of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 thirty (30) days’ prior ' notice shall have been given to that effect to the Noteholders in accordance Company (with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice a copy to the Issuer and Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after the Trustee specifying the Maturity Date or any interest or other payment date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agentseries of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, approved in writing by the Trustee and such interest or other payment date with respect to such series of Notes. (other b) The Company may revoke its appointment of any Agent hereunder upon not less than in cases of insolvency of an Agentthirty (30) on the expiry of the days' notice to be given under Clause 27. The Issuer agrees with that effect to each of the applicable Agent and the Indenture Trustee. (c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise; namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents that ifin relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents shall thereafter, have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. (e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Company by the tenth (10th) day falling before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable under the circumstances, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the terms and conditions of the Notes in question) and give notice of such appointment in accordance with the terms and conditions of such Notes, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. (f) Upon any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall: (i) be released and discharged from its obligations under this Indenture; (ii) in the case of the Paying Agent, deliver to the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the retiring Paying Agent, of the records maintained by it in accordance with Section 3.04; (iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07; (iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and (v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. (g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto. (h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (with a copy to the Indenture Trustee) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty five (3530) days after the receipt date of such notice. The relevant Agent shall at its own expense not less than fourteen (14) days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the foregoing provisions of this Section 7.16 on or prior to the date of such change) publish or cause to be published notice under Clause 25.2thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Issuer has not appointed Company shall deliver to the Indenture Trustee (with a successor copy to the Paying Agent, approved in writing by ) a list of the Trustee then such Agent may, upon tenAuthorized Officers of the Company together with certified specimen signatures of the same.

Changes in Agents. 25.1 The Issuer (1) ▇▇▇▇▇▇▇▇▇▇ agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying AgentAgent or, in the case of CMU Notes, the CMU Lodging and a Transfer Agent, which may be the Registrar, Paying Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange; (b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and a Registrar; andPaying Agent; (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agenta Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the Issuer is incorporated, and (ii) the United Kingdom. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause (5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days’ ' prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices)13. 25.2 (2) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in Clause 25.4subclause (4)) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 90 days’ ' written notice to the Issuer and the Trustee Stellantis, specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 (3) Each of the Principal Paying Agent and the CMU Lodging and Paying Agent may (subject as provided in Clause 25.4subclause (4)) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee Stellantis on at least 60 45 days’ ' notice in writing from Stellantis (as the Issuer case may be) specifying the date when the removal shall become effective. 25.4 (4) Any resignation under Clause 25.2 subclause (2) or removal of an the Principal Paying Agent or the CMU Lodging and Paying Agent under Clause 25.3 subclause (3) or 25.5 (5) shall only take effect upon the appointment by the Issuer ▇▇▇▇▇▇▇▇▇▇, of a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, or where the Agent is an AgentFFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under Clause 27clause 24. The Issuer ▇▇▇▇▇▇▇▇▇▇ agrees with each of the Agents Principal Paying Agent and the CMU Lodging and Paying Agent that if, by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2subclause (2), the Issuer ▇▇▇▇▇▇▇▇▇▇ has not appointed a successor Principal Paying Agent or CMU Lodging and Paying Agent, approved as the case may be, then the Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of ▇▇▇▇▇▇▇▇▇▇, to appoint as a successor Principal Paying Agent or CMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which Stellantis shall approve (such approval not to be unreasonably withheld or delayed). (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by Stellantis. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24, the Agent so superseded shall cease to be an Agent under this Agreement. (6) Subject to subclause (1), Stellantis may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI). (7) Subject to subclause (1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving ▇▇▇▇▇▇▇▇▇▇ and the Principal Paying Agent at least 45 days' written notice to that effect. (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the CMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Trustee then Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16. (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. (10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent mayunder subclause (5) shall be borne by such resigning Agent. (11) Notwithstanding clause 24, upon tenan Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the Issuer.

Changes in Agents. 25.1 23.1 The Issuer agrees and the Guarantor may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect, provided that, for so long as any Note of the Notes is outstanding: (a) in the case of a Paying Agent, or until moneys the notice shall not expire less than 45 days before any due date for the payment of all amounts in respect interest; and (b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of all outstanding Notes have been made available to an Agent. In addition, the Principal Issuer and the Guarantor shall immediately appoint a Paying Agent and have been returned having a specified office in New York City in the circumstances described in Condition 6.3 (General provisions applicable to payments). 23.2 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 23.3 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as provided any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 24.1 or in accordance with this Agreementsubclause 24.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within such period, the Fiscal Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Fiscal Agent a reputable financial institution of good standing which the Issuer and the Guarantor shall approve. 23.4 Notwithstanding the provisions of subclauses 24.1, 24.2 and 24.3, so long as any of the Notes is outstanding, the termination of the appointment of an Agent (whether by the Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Fiscal Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having in a specified office in New York City in jurisdiction within Europe. 23.5 Any successor Agent shall execute and deliver to its predecessor, the circumstances described in Condition 5.2 Issuer, the Guarantor and, where appropriate, the Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 23.6 If the appointment of an Agent under this Agreement is terminated (Payments whether by the Issuer and the Guarantor or by the resignation of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5relevant Agent), when the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 23.7 If the Fiscal Agent or any of the other Agents shall change its specified office, it shall be of immediate effect) after give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 nor more than 60 days’ prior notice shall have been given days before the change, the Fiscal Agent shall, at the request of the Issuer, give to the Noteholders in accordance with on behalf of and at the expense of the Issuer (failing which, the Guarantor) notice of the change and the address of the new specified office under Condition 12 13 (Notices). 25.2 Each 23.8 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoeverbe consolidated or a corporation resulting from a merger, but without any obligation conversion or consolidation to provide any reason therefor) by giving at least 60 days’ written notice which the Agent shall be a party shall, to the Issuer and extent permitted by applicable law, be the Trustee specifying successor Agent under this Agreement without the date execution or filing of any paper or any further act on which its resignation the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall become effective and shall not forthwith be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice given to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2Issuer, the Issuer has not appointed a successor Guarantor and, where appropriate, the Fiscal Agent, approved in writing by the Trustee then such Agent may, upon ten.

Changes in Agents. 25.1 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and; (cb) so long as any Global the Notes are registered in the name of a nominee for DTClisted on any stock exchange or admitted to trading by any other relevant authority, there will at all times be an Exchange Agenta Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or any other relevant authority; and (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments 5.5. Notice of principal and interest). Any any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall Agents will be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders promptly by the Issuer in accordance with Condition 12 (Notices)13. 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 24.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 45 days’ ' written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 24.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 45 days’ ' notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 24.4 Any resignation under Clause 25.2 subclause 24.2 or removal of an the Principal Paying Agent or the Registrar under Clause 25.3 subclauses 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuer of a successor AgentPrincipal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27clause 26. The Issuer agrees with each the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 24.2, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve. 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent or where the Agent is an FFI and does not become or ceases to be a Participating FFI, when it shall be of immediate effect) upon expiry of the notice to be given under clause 26, the Agent so superseded shall cease to be an Agent under this Agreement. 24.6 Subject to subclause 24.1, the Issuer may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect 24.7 Subject to subclause 24.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Agents that if, by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2this subclause 24.7, the Issuer has not appointed a successor Agent, approved as the case may be, then the Agent, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in writing its place as a successor Agent, as the case may be, a reputable financial institution of good standing which the Issuer shall approve. 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Trustee then such Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18. 24.9 Upon its appointment becoming effective, a successor or new Agent mayshall, upon tenwithout any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which Any Agent may be resign its appointment hereunder upon the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations expiration of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 thirty (30) days’ prior ' notice shall have been given to that effect to the Noteholders in accordance Company (with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice a copy to the Issuer and Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after the Trustee specifying the Maturity Date or any interest or other payment date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agentseries of Notes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, approved such interest or other payment date with respect to such series. (b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days notice to the applicable Agent and the Indenture Trustee to that effect. (c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional agents in relation to such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. (e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Trustee Company by the tenth (10th) day before the expiration of such notice, such Agent may itself, following such consultation with the Company as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (other than which will ensure compliance with the terms and conditions of such Notes) and give notice of such appointment in cases accordance with the terms and conditions of insolvency such Notes, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of an Agentthis Indenture. (f) on Upon any resignation or revocation becoming effective under this Section, the expiry relevant Agent shall: (i) be released and discharged from its obligations under this Indenture; (ii) in the case of the notice Paying Agent, deliver to be given under Clause 27. The Issuer agrees the Company and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the Paying Agent, of the records maintained by it in accordance with Section 3.04; (iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Agents that ifRegisters and other records maintained by it in accordance with Section 2.07; (iv) in the case of a Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Section 7.15; and (v) upon payment to it by the day falling Company of all amounts owed to it, forthwith transfer all monies and papers (including any unissued Global Notes or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. (g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or asset transfer shall forthwith be given by such successor to the Company and the other parties hereto. (h) If any Agent decides to change its specified office (which may only be effected within the same city) it shall give notice to the Company (with a copy to the Indenture Trustee) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty five (3530) days after the receipt date of such notice. The relevant Agent shall at its own expense not less than fourteen (14) days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the foregoing provisions of this Section on or prior to the date of such change) publish or cause to be published notice under Clause 25.2thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Issuer has not appointed Company shall deliver to the Indenture Trustee (with a successor copy to the Paying Agent, approved in writing by ) a list of the Trustee then such Agent may, upon tenAuthorized Officers of the Company together with certified specimen signatures of the same.

Changes in Agents. 25.1 23.1 The Issuer agrees and the Guarantor may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect, provided that, for so long as any Note of the Notes is outstanding: (a) in the case of a Paying Agent, or until moneys the notice shall not expire less than 45 days before any due date for the payment of all amounts in respect interest; and (b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of all outstanding Notes have been made available to an Agent. In addition, the Principal Issuer and the Guarantor shall immediately appoint a Paying Agent and have been returned having a specified office in New York City in the circumstances described in Condition 6.3 (General provisions applicable to payments). 23.2 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 23.3 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as provided any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 24.1 or in accordance with this Agreementsubclause 24.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within such period, the Fiscal Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Fiscal Agent a reputable financial institution of good standing which the Issuer and the Guarantor shall approve. 23.4 Notwithstanding the provisions of subclauses 24.1, 24.2 and 24.3, so long as any of the Notes is outstanding, the termination of the appointment of an Agent (whether by the Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Fiscal Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having in a specified office in New York City in jurisdiction within Europe. 0012034-0005142 UKO2: 2001934267.5 24 23.5 Any successor Agent shall execute and deliver to its predecessor, the circumstances described in Condition 5.2 Issuer, the Guarantor and, where appropriate, the Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 23.6 If the appointment of an Agent under this Agreement is terminated (Payments whether by the Issuer and the Guarantor or by the resignation of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5relevant Agent), when the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 23.7 If the Fiscal Agent or any of the other Agents shall change its specified office, it shall be of immediate effect) after give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 nor more than 60 days’ prior notice shall have been given days before the change, the Fiscal Agent shall, at the request of the Issuer, give to the Noteholders in accordance with on behalf of and at the expense of the Issuer (failing which, the Guarantor) notice of the change and the address of the new specified office under Condition 12 13 (Notices). 25.2 Each 23.8 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoeverbe consolidated or a corporation resulting from a merger, but without any obligation conversion or consolidation to provide any reason therefor) by giving at least 60 days’ written notice which the Agent shall be a party shall, to the Issuer and extent permitted by applicable law, be the Trustee specifying successor Agent under this Agreement without the date execution or filing of any paper or any further act on which its resignation the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall become effective and shall not forthwith be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice given to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2Issuer, the Issuer has not appointed a successor Guarantor and, where appropriate, the Fiscal Agent, approved in writing by the Trustee then such Agent may, upon ten.

Changes in Agents. 25.1 16.1 The Issuer agrees thatCompany may at any time vary or terminate the appointment of the Agents and/or appoint further or additional Agents, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, that there will at all times be (a) a Paying Agent, (b) so long as the Bonds are listed on a Stock Exchange, an agent (which may be the Principal Local Paying Agent, and a Transfer Agent, which may be the Registrar, ) with a specified office in such place as may be required by the Listing Rules of the relevant Stock Exchange, and (c) a Calculation Agent. Any variation, termination, appointment or removal of a Paying Agent shall take effect (other than in the case of insolvency or other analogous event, when it shall be of immediate effect) only after not less than 30 (thirty) days' prior notice thereof shall have been given to the Bondholders in accordance with the Terms and Conditions of the Bonds. 16.2 The Agents may resign their appointment hereunder at any time by giving to the Company at least 60 (sixty) days' written notice to that effect, provided that no such resignation shall take effect unless, upon the expiry of the notice period, there will be (a) a Paying Agent, (b) so long as the Bonds are listed on a Stock Exchange, an agent (which may be the Local Paying Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange Exchange, and (c) a Calculation Agent. In case of failure by the Issuer to appoint a successor Agent, the resigning Agent shall be entitled to appoint its successor, provided that such successor shall be an entity of good standing and experience in acting as paying or calculation agent, as the case may be. 16.3 Upon its resignation or removal becoming effective: (a) the Principal Paying Agent shall forthwith transfer the records referred to in subclause 2.1.1.(d) and any other relevant authority;property, documents and records held by it under this Agreement (other than documents and records which it is obliged by law or regulation to retain or not to release) to the successor Principal Paying Agent under this Agreement, but shall have no other duties or responsibilities under this Agreement; and (b) the Agents shall be entitled to the payment by the Company of their commission (if any) for the services previously rendered hereunder and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith, all in accordance with the terms of Clause 12 hereof. 16.4 Upon any successor Agent appointed hereunder executing, acknowledging and delivering to the Company an instrument accepting such appointment under this Agreement, it shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, indemnities, duties and obligations of an Agent under this Agreement as if originally named as Agent under this Agreement, and such predecessor, upon payment to it of its commission and reimbursement of its reasonable expenses then unpaid in accordance with the terms of Clause 12 hereof, shall thereupon become obliged to transfer, deliver and pay over, and any successor Agent shall be entitled to receive, all moneys held by such predecessor as Agent under this Agreement. 16.5 Any corporation into which the Agents may be merged or converted, or any corporation with which the Agents may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agents shall sell or otherwise transfer all or substantially all the assets or the business of such Agent, shall become successor Agents under this Agreement, to the extent permitted by applicable law, without the execution or filing of any paper or any further act on the part of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Company and where appropriate, the Agents. 16.6 If the Agents shall change their specified offices, they shall give not less than 30 (thirty) days' prior written notice to that effect to the Company communicating the address of the changed specified office, provided that, with respect to the Local Paying Agent, no such change of specified office shall be permitted to it if the Bonds are listed on any Stock Exchange and there will at all times would cease to be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Local Paying Agent having a specified office in New York City in such place as may be required by the circumstances described in Condition 5.2 rules and regulations of the Relevant Stock Exchange. On behalf of the Company, the Agents shall (Payments unless the appointment of principal and interest). Any variation, termination, appointment such Agent is to terminate pursuant to subclauses 16.1 or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ 16.2 on or prior notice shall have been given to the Noteholders date of such change) give notice to the Bondholders of such change and of the address of the new specified office, in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer Terms and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry Conditions of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent may, upon tenBonds.

Changes in Agents. 25.1 12.1 The Issuer agrees that, for so long as may terminate the appointment of any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving to the relevant Agent at least 60 30 days’ written notice to the Issuer and the Trustee that effect specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the such removal shall become effective. 25.4 Any 12.2 Agent may resign at any time by giving the Issuer at least 45 days’ written notice to that effect specifying the date on which such resignation shall become effective. 12.3 No removal under Clause 12.1 or resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 12.2 shall only take effect upon the appointment until a successor Agent has been appointed by the Issuer and such Agent has accepted such appointment. A successor Agent shall be appointed by the Issuer by an instrument in writing given to the successor Agent. The Issuer will inform the superseded Agent in written form about its successor Agent immediately after the appointment of a successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the notice period set forth under Clause 12.1 or Clause 12.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. 12.4 In case of a resignation of any Agent in accordance with Clause 12.2, that Agent shall be entitled on behalf of and in consultation with the Issuer to appoint as a successor Agent in its place a reputable financial institution having the case may becapability to assume the function of its predecessor Agent, approved in writing if the Issuer has not appointed a successor Agent by the Trustee day falling 10 days before the expiry of the notice period set forth under Clause 12.2. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and (other than in cases acceptance by the latter of insolvency such appointment. Upon the appointment of an such successor Agent) on , the acceptance by it of such appointment and the expiry of the notice to be given under Clause 27. The Issuer agrees with each of 12.2, the Agents that if, by Agent so superseded shall cease to be an Agent hereunder. 12.5 Notwithstanding the day falling thirty five (35) days after the receipt of any notice under Clause 25.2foregoing, the Issuer has not may terminate the appointment of any Agent at any time with immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or shall admit in writing its inability to pay or meet its debts as they severally mature, or shall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if an order of any court shall be entered approving any petition filed by or against the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any similar legislation, or the Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor Agent in written form, such appointment becoming effective with its acceptance by the successor Agent. Until the effectiveness of the appointment of the successor Agent all rights and duties of any such Agent hereunder will be assumed by the Issuer. 12.6 Any Agent appointed a hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Agent, approved and any such successor Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 12.7 Upon its resignation or removal taking effect, the Fiscal Agent shall hold all moneys deposited with or held by it hereunder in writing respect of the Notes to the order of the successor Fiscal Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Trustee then such Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 12.3. 12.8 Each Agent may, upon tenshall give not less than 30 days’ written notice to the Issuer of any proposed change in its specified office. 12.9 Any change in any Agent shall be notified by the Issuer to the other Agents and to DTC for communication by DTC and its participants to the Holders in accordance with the Conditions.

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, 10.1 Any Registrar or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, in its capacity as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which such may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation giving to provide any reason therefor) with prior it of at least 30 days' written notice to the Trustee that effect signed on at least 60 days’ notice in writing from behalf of the Issuer specifying the date when the on which such removal shall become effective. 25.4 . Any Registrar or Paying Agent may at any time resign by giving at least 90 days' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation under Clause 25.2 shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of an Agent under Clause 25.3 any Registrar or 25.5 shall only take effect upon the appointment by the Issuer of a successor Paying Agent, as the case may be, approved in writing shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Trustee Issuer as hereinafter provided, and (such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27Agents. The Issuer agrees with each of the Agents Agent that if, if by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2notice, the Issuer has not appointed a successor Agent, approved the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Trustee then Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent mayshall be entitled to receive, upon tenall moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days' notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with Section 10 of the Conditions, to the Holders.

Changes in Agents. 25.1 14.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Fiscal Agent may (subject as provided in Clause 25.414.3 below) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) as Fiscal Agent by giving at least 60 45 days’ written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each 14.2 The Fiscal Agent may (subject as provided in Clause 25.414.3 below) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 45 days’ notice by the filing with it of an instrument in writing from signed on behalf of the Issuer specifying such removal and the date when the removal it shall become effective. 25.4 14.3 Any resignation under Clause 25.2 14.1 or removal of an Agent under Clause 25.3 Clauses 14.2 or 25.5 14.4 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Agent, as the case may be, approved in writing by the Trustee Fiscal Agent and (other than in cases of insolvency of an the Fiscal Agent) on the expiry of the notice to be given under Clause 2714. The Issuer agrees with each of the Agents Fiscal Agent that if, by the day falling thirty five (35) ten days after before the receipt expiry of any notice under Clause 25.214.1, the Issuer has not appointed a successor Fiscal Agent, approved then the Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). 14.4 In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by the Issuer by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 14, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder. 14.5 Subject to the applicable provisions of the Conditions, the Issuer may terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to the Fiscal Agent, and to the relevant Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent). 14.6 Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving the Issuer and the Fiscal Agent at least 45 days’ written notice to that effect. 14.7 Upon its resignation or removal becoming effective, the Fiscal Agent: 14.7.1 shall as soon as reasonably practicable transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7.7, 7.8 and 16 and all Notes surrendered and not yet destroyed to the successor Fiscal Agent ▇▇▇▇▇▇▇▇▇; and 14.7.2 shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10. 14.8 Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder. 14.9 lf the Fiscal Agent or any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same country, obtained the prior written approval of the Issuer thereto) give to the Issuer and (if applicable) the Fiscal Agent written notice of such determination giving the address of the new Specified Office which shall be in the same country and stating the date on which such change is to take effect, which, unless a shorter notice period is agreed in writing by the Trustee then Issuer, shall not be less than 45 days thereafter. Within 15 days of receipt of such notice (unless the appointment of the Fiscal Agent mayor the Paying Agent or the Calculation Agent, upon tenas the case may be, is terminated pursuant to the above Clauses on or prior to the date of such change), the Issuer shall give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to the Holders in accordance with the Conditions, by requesting the Fiscal Agent to publish, or cause to be published, or delivered to the Holders, such notice pursuant to Clause 7.5.

Changes in Agents. 25.1 The Issuer agrees that, for so long 15.1 Any Agent in its capacity as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which such may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation giving to provide any reason therefor) with prior it of at least 30 days’ written notice to the Trustee that effect signed on at least 60 days’ notice in writing from behalf of the Issuer specifying the date when the on which such removal shall become effective. 25.4 . Any Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation under Clause 25.2 shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor any Agent, as the case may be, approved in writing shall not take effect until a successor Agent, has been appointed by the Trustee Issuer as hereinafter provided, and (such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27Agents. The Issuer agrees with each of the Agents Agent that if, if by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2notice, the Issuer has not appointed a successor Agent, approved the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 15.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 15.1. 15.3 In case at any time any Agent shall resign or shall be removed, the successor Agent may be appointed by the Issuer by an instrument in writing given to the successor Agent. Upon the appointment of such successor Agent and acceptance by it of such appointment, the Agent so superseded shall cease to be an Agent hereunder. 15.4 Any Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent, if any, upon payment by the Trustee then Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Agent, and any such successor Agent mayshall be entitled to receive, upon tenall moneys, documents and records held by it hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 15.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 15.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 25.1 ‌ 24.1 The Issuer agrees Trustee may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effect, provided that, for so long as any Note is Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date or the Maturity Date; and (b) notice shall be given to Certificateholders under Condition 18 (Notices) at least 30 days before the removal or appointment of an Agent (other than the Calculation Agent).‌ 24.2 Notwithstanding the provisions of Clause 24.1, if at any time: (a) an Agent becomes incapable of acting, or until moneys is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of all amounts its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; (b) an Agent fails to become or ceases to be a Participating FFI; or (c) in the case of the Calculation Agent, it fails to determine the Periodic Distribution Amounts or Return Accumulation Periods as provided in the Conditions and this Agreement, the Trustee may forthwith without notice terminate the appointment of the Agent, in which event (save with respect to the termination of all outstanding Notes have been made available the appointment of the Calculation Agent) notice shall be given to the Certificateholders under Condition 18 (Notices) as soon as is practicable.‌ 24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee and, where appropriate, the Principal Paying Agent and have been returned at least 90 days' prior written notice to that effect provided that, in the Issuercase of a Paying Agent, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or Certificates are outstanding, the notice shall not expire less than 45 days before any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name Periodic Distribution Date. Following receipt of a nominee for DTC, there will at all times be notice of resignation from an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5Calculation Agent), when it the Trustee shall be of immediate effect) after promptly, and in any event not less than 30 nor more than 60 days’ prior days before the resignation takes effect, give notice shall have been given of such resignation to the Noteholders in accordance with Certificateholders under Condition 12 18 (Notices). 25.2 Each . If the Principal Paying Agent may (subject as provided in Clause 25.4) at any time shall resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) or be removed at any time by the Issuer (for any reason whatsoever, but without any obligation pursuant to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent may, upon tenClauses 24.1 or‌

Changes in Agents. 25.1 20.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a RegistrarAgent; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agenta Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 5.4 (Payments of principal and interest- General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 20.5), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days’ ' prior notice shall have been given to the Noteholders in accordance with Condition 12 13 (Notices).Notices).‌ 25.2 Each 20.2 The Principal Paying Agent may (subject as provided in Clause 25.4subclause 20.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 90 days’ ' prior written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby.effective.‌ 25.3 Each 20.3 The Principal Paying Agent may (subject as provided in Clause 25.4subclause 20.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 45 days’ ' prior notice in writing from the Issuer specifying the date when the removal shall become effective.effective.‌ 25.4 20.4 Any resignation under Clause 25.2 subclause 20.2 or removal of an the Principal Paying Agent under Clause 25.3 subclauses 20.3 or 25.5 20.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee Principal Paying Agent and (other than in cases of insolvency of an the Principal Paying Agent, when it shall be of immediate effect) on the expiry of the notice to be given under Clause 27clause 22. The Issuer agrees with each of the Agents Principal Paying Agent that if, by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2subclause 20.2, the Issuer has not appointed a successor Principal Paying Agent then the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Issuer shall approve in writing.‌ 20.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 22, the Agent so superseded shall cease to be an Agent under this Agreement. 20.6 Subject to subclause 20.1, the Issuer may, after prior consultation with the Principal Paying Agent, approved terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' prior notice in writing to that effect (other than in the case of insolvency when it shall be of immediate effect). 20.7 Subject to subclause 20.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Principal Paying Agent at least 45 days' prior written notice to that effect. 20.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, as promptly as practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Trustee then Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 15. 20.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 20.10 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent not being or having ceased to be a person to whom any payments due on the Notes are free from FATCA Withholding, the Issuer will be entitled to terminate the Agent or the relevant Paying Agent without notice and such termination will be effective from any such time specified in writing to such Agent may, upon tenor Paying Agent.

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which Any Agent may be resign its appointment under the Principal Paying Agent, and a Transfer Agent, which may be Indenture upon the Registrar, with a specified office in the place required by the rules and regulations expiration of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 thirty (30) days’ prior ' notice shall have been given to that effect to the Noteholders in accordance Trust (with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice a copy to the Issuer and Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after the Trustee specifying Maturity Date or any interest or other payment date of the date Notes shall be deemed to expire on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may the thirtieth (subject as provided in Clause 25.430th) be removed at any time by day following the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor AgentMaturity Date or, as the case may be, approved such interest or other payment date. (b) The Trust may revoke its appointment of any Agent under the Indenture by giving not less than thirty (30) days' notice to the applicable Agent and the Indenture Trustee to that effect. (c) The appointment of any Agent under the Indenture shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Trust may (and shall where necessary to comply with the terms and conditions of the Notes) appoint substitute or additional agents in relation to the Notes and shall forthwith notify the other parties to the Indenture, whereupon the parties to the Indenture and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of the Indenture. (e) If any Agent gives notice of its resignation in accordance with this Section 7.17, the provisions of paragraph (d) of Section 7.17 apply and by the Trustee tenth (10th) day before the expiration of such notice a successor to such Agent in relation to such Notes has not been appointed by the Trust, such Agent may itself, following such consultation with the Trust as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (other than in cases of insolvency of an Agent) on which will ensure compliance with the expiry terms and conditions of the Notes) and give notice to be given under Clause 27. The Issuer agrees of such appointment in accordance with each the terms and conditions of the Agents that ifNotes, by whereupon the day falling thirty five parties to the Indenture and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of the Indenture. (35f) days after the receipt of Upon any notice resignation or revocation becoming effective under Clause 25.2this Section, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such relevant Agent may, upon tenshall:

Changes in Agents. 25.1 The 10.1 Any Agent may resign its appointment hereunder at any time by giving to the Issuer, and the Issuer agrees thatmay terminate the appointment of any Agent by giving to such Agent, for so long as any Note is outstandingat least 45 days’ notice to that effect, provided that no such resignation or until moneys for termination of the payment appointment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or the Issue Agent shall take effect until a successor has been appointed. 10.2 If any Agent resign or is removed pursuant to Clause 10.1 above, the Issuer shall promptly and have been returned in any event within 90 days before the expiry of any such notice appoint a successor (being a reputable financial institution of good standing). If the Issuer fails to appoint a successor within such period, the Issuerrelevant Agent may select a reputable financial institution of good standing willing to act as replacement Agent under this Agreement and the Issuer shall appoint that financial institution as the successor Agent. 10.3 Any successor Agent appointed hereunder shall execute and deliver to its predecessor, as provided in this Agreement: the Issuer and (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be unless its predecessor is the Principal Paying Agent, and a Transfer Agent, which may be ) the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent an instrument accepting such appointment hereunder, and a Registrar; andthereupon such successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as an Agent under this Agreement. 10.4 If the appointment of any Agent hereunder is terminated (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, whether by the Issuer shall, with or by the prior written approval resignation of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5such Agent), when it such Agent shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying on the date on which such termination takes effect deliver to the successor Agent all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its resignation shall successor Agent any amounts which may be held by it in respect of Notes which have become effective due and shall payable but which have not be responsible been presented for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoeverpayment, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effectivehave no other duties or responsibilities under this Agreement. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent may, upon ten

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a1) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4sub-clause (3) below) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) in its capacity as such by giving at least 60 90 days’ ' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each (2) Any Agent may (subject as provided in Clause 25.4sub-clause (3) below) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 45 days’ ' notice by the filing with it of an instrument in writing from signed on behalf of the Issuer specifying such removal and the date when the removal it shall become effective. 25.4 (3) Any resignation under Clause 25.2 sub-clause (1) or removal of an Agent under Clause 25.3 sub-clauses (2) or 25.5 (4) shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Agent, as the case may be, approved in writing by the Trustee Agent and (other than in cases of insolvency of an any Agent) on the expiry of the notice to be given under Clause 2714. The Issuer agrees with each of the Agents Agent that if, by the day falling thirty five (35) ten days after before the receipt expiry of any notice under Clause 25.2sub-clause (1), the Issuer it has not appointed a successor Agent, approved then the resigning Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). (4) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Agent, which shall be a reputable financial institution of good standing may be appointed by the Trustee then Issuer by an instrument in writing filed with the successor Agent. Upon the appointment as aforesaid of a successor Agent and acceptance by the latter of such appointment and (other than in case of insolvency of an Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 14 the Agent so superseded shall cease to be an Agent hereunder. (5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with Deutsche Bank, appoint one or more further Paying Agents or Calculation Agents by giving to Deutsche Bank at least 45 days' notice in writing to that effect. (6) Upon its resignation or removal becoming effective, the Agent concerned: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 6(5), (6) and 7 (1) to its successor Agent hereunder; and (b) shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10. (7) In the event of the resignation of any Agent or in the case of the removal of any Agent by the Issuer required as a result of the occurrence of any of the circumstances set out in sub-clause (4) above, such Agent mayshall bear all reasonable costs associated with the termination of its services and the appointment of a successor Agent performing the relevant functions (including, upon tenbut not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context). (8) Upon its appointment becoming effective, a successor Agent shall, without further act, become vested with all the rights and obligations of its predecessor with like effect as if originally named as Agent in such capacity hereunder. (9) lf any Agent determines to change its specified office it shall (after having, in any such case other than a change of specified office within the same city, obtained the prior written approval of the Issuer thereto) give to the Issuer and the other Agents written notice of such determination giving the address of the new specified office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Relevant Principal Paying Agent (on behalf of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the relevant Agent is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Holders in accordance with the Conditions.

Changes in Agents. 25.1 14.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Fiscal Agent may (subject as provided in Clause 25.4sub-clause 14.3 below) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) as Fiscal Agent by giving at least 60 45 days’ written notice to the Issuer Linde plc and the Trustee Linde Finance of such intention on its part, specifying the date on which its desired resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each 14.2 The Fiscal Agent may (subject as provided in Clause 25.4sub-clause 14.3 below) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee Linde plc and Linde Finance on at least 60 45 days’ notice by the filing with it of an instrument in writing from the Issuer signed on behalf of Linde plc and Linde Finance specifying such removal and the date when the removal it shall become effective. 25.4 14.3 Any resignation under Clause 25.2 sub-clause 14.1 or removal of an Agent under Clause 25.3 sub-clauses 14.2 or 25.5 14.4 shall only take effect upon the appointment by the Issuer Linde plc and Linde Finance as hereinafter provided, of a successor Agent, as the case may be, approved in writing by the Trustee Fiscal Agent and (other than in cases of insolvency of an the Fiscal Agent) on the expiry of the notice to be given under Clause 2714. The Issuer agrees Linde plc and Linde Finance agree with each of the Agents Fiscal Agent that if, by the day falling thirty five (35) ten days after before the receipt expiry of any notice under Clause 25.2sub-clause 14.1, the Issuer has Linde plc and Linde Finance have not appointed a successor Fiscal Agent, approved then the Fiscal Agent shall be entitled, on behalf of Linde plc and Linde Finance, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which Linde plc and Linde Finance shall approve (such approval not to be unreasonably withheld or delayed). 14.4 In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by Linde plc and Linde Finance by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the Trustee then latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 14, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder. 14.5 Subject to the applicable provisions of the Conditions, Linde plc and Linde Finance may, upon tenafter prior consultation with the Fiscal Agent, terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to the Fiscal Agent, and to the relevant Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent). 14.6 Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving Linde plc and Linde Finance and the Fiscal Agent at least 45 days’ written notice to that effect. 14.7 Upon its resignation or removal becoming effective, the Fiscal Agent: 14.7.1 shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7.7, 7.8, 7.9 and 16 and all Notes surrendered and not yet destroyed to the successor Fiscal Agent hereunder; and 14.7.2 shall be entitled to the payment by Linde plc and Linde Finance of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10. 14.8 Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder. 14.9 lf the Fiscal Agent or any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same country, obtained the prior written approval of Linde plc and Linde Finance thereto) give to Linde plc and Linde Finance and (if applicable) the Fiscal Agent written notice of such determination giving the address of the new Specified Office which shall be in the same country and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Fiscal Agent (on behalf of the Issuers (failing which the Guarantor, if Linde Finance is the Relevant Issuer)) shall within 15 days of receipt of such notice (unless the appointment of the Fiscal Agent or the Paying Agent or Calculation Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to the Holders in accordance with the Conditions.

Changes in Agents. 25.1 23.1. The Issuer agrees and the Guarantor may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect, provided that, for so long as any Note of the Notes is outstanding: (a) in the case of a Paying Agent, or until moneys the notice shall not expire less than 45 days before any due date for the payment of all amounts in respect interest; and (b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of all outstanding Notes have been made available an Agent. 23.2. The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 23.3. All or any of the Principal Paying Agent and have been returned Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as provided any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 23.1 or in accordance with this Agreementsubclause 23.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within such period, the Fiscal Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Fiscal Agent a reputable financial institution of good standing. 23.4. Notwithstanding the provisions of subclauses 23.1, 23.2 and 23.3, so long as any of the Notes is outstanding, the termination of the appointment of an Agent (whether by the Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Fiscal Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having in a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest)jurisdiction within Europe. 23.5. Any variationsuccessor Agent shall execute and deliver to its predecessor, terminationthe Issuer, the Guarantor and, where appropriate, the Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or change conveyance, shall only take become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 23.6. If the appointment of an Agent under this Agreement is terminated (other than in whether by the case Issuer and the Guarantor or by the resignation of insolvency (as provided in Clause 25.5the relevant Agent), when the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 0012034-0005581 UKO2: 2009660763.9 25 23.7. If the Fiscal Agent or any of the other Agents shall change its specified office, it shall be of immediate effect) after give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 nor more than 60 days’ prior notice shall have been given days before the change, the Fiscal Agent shall, at the request of the Issuer, give to the Noteholders in accordance with on behalf of and at the expense of the Issuer (failing which, the Guarantor) notice of the change and the address of the new specified office under Condition 12 13 (Notices). 25.2 Each 23.8. A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoeverbe consolidated or a corporation resulting from a merger, but without any obligation conversion or consolidation to provide any reason therefor) by giving at least 60 days’ written notice which the Agent shall be a party shall, to the Issuer and extent permitted by applicable law, be the Trustee specifying successor Agent under this Agreement without the date execution or filing of any paper or any further act on which its resignation the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall become effective and shall not forthwith be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice given to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2Issuer, the Issuer has not appointed a successor Guarantor and, where appropriate, the Fiscal Agent, approved in writing by the Trustee then such Agent may, upon ten.

Changes in Agents. 25.1 15.1 The Issuer agrees that, for so long as may terminate the appointment of any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving to the relevant Agent at least 60 30 days’ written notice to the Issuer and the Trustee that effect specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the such removal shall become effective. 25.4 15.2 Any Agent may resign at any time by giving the Issuer at least 45 days’ written notice to that effect specifying the date on which such resignation shall become effective. 15.3 No removal under Clause 15.1 or resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 15.2 shall only take effect upon the appointment until a successor Agent has been appointed by the Issuer and such Agent has accepted such appointment. A successor Agent shall be appointed by the Issuer by an instrument in writing given to the successor Agent. The Issuer will inform the superseded Agent in written form about its successor Agent immediately after the appointment of a successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the notice period set forth under Clause 15.1 or Clause 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. 15.4 In case of a resignation of any Agent in accordance with Clause 15.2, that Agent shall be entitled on behalf of and in consultation with the Issuer to appoint as a successor Agent in its place a reputable financial institution having the case may becapability to assume the function of its predecessor Agent, approved in writing if the Issuer has not appointed a successor Agent by the Trustee day falling 10 days before the expiry of the notice period set forth under Clause 15.2. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and (other than in cases acceptance by the latter of insolvency such appointment. Upon the appointment of an such successor Agent) on , the acceptance by it of such appointment and the expiry of the notice to be given under Clause 2715.2, the Agent so superseded shall cease to be an Agent hereunder. 15.5 Notwithstanding the foregoing, the Issuer may terminate the appointment of any Agent at any time with immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or shall admit in writing its inability to pay or meet its debts as they severally mature, or shall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if an order of any court shall be entered approving any petition filed by or against the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any similar legislation, or the Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor Agent in written form, such appointment becoming effective with its acceptance by the successor Agent. Until the effectiveness of the appointment of the successor Agent all rights and duties of any such Agent hereunder will be assumed by the Issuer. 15.6 Any Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 15.7 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 15.3. 15.8 Each Agent shall give not less than 30 days’ written notice to the Issuer of any proposed change in its specified office. 15.9 Any change in any Agent shall be notified by the Issuer to the other Agents and to the Payees. The Issuer agrees shall also give or cause notice thereof to be given to the Holders in accordance with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent may, upon tenConditions.

Changes in Agents. 25.1 14.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Fiscal Agent may (subject as provided in Clause 25.414.3 below) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) as Fiscal Agent by giving at least 60 45 days’ written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each 14.2 The Fiscal Agent may (subject as provided in Clause 25.414.3 below) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 45 days’ notice by the filing with it of an instrument in writing from signed on behalf of the Issuer specifying such removal and the date when the removal it shall become effective. 25.4 14.3 Any resignation under Clause 25.2 14.1 or removal of an Agent under Clause 25.3 Clauses 14.2 or 25.5 14.4 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Agent, as the case may be, approved in writing by the Trustee Fiscal Agent and (other than in cases of insolvency of an the Fiscal Agent) on the expiry of the notice to be given under Clause 2714. The Issuer agrees with each of the Agents Fiscal Agent that if, by the day falling thirty five (35) ten days after before the receipt expiry of any notice under Clause 25.214.1, the Issuer has not appointed a successor Fiscal Agent, approved then the Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). 14.4 In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by the Trustee then Issuer by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent maywhen it shall be of immediate effect) upon expiry of the notice to be given under Clause 14, upon tenthe Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder.

Changes in Agents. 25.1 14.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Fiscal Agent may (subject as provided in Clause 25.4sub-clause 14.3 below) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) as Fiscal Agent by giving at least 60 45 days’ written notice to the Issuer Linde plc and the Trustee Linde Finance of such intention on its part, specifying the date on which its desired resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each 14.2 The Fiscal Agent may (subject as provided in Clause 25.4sub-clause 14.3 below) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee Linde plc and Linde Finance on at least 60 45 days’ notice by the filing with it of an instrument in writing from the Issuer signed on behalf of Linde plc and Linde Finance specifying such removal and the date when the removal it shall become effective. 25.4 14.3 Any resignation under Clause 25.2 sub-clause 14.1 or removal of an Agent under Clause 25.3 sub-clauses 14.2 or 25.5 14.4 shall only take effect upon the appointment by the Issuer Linde plc and Linde Finance as hereinafter provided, of a successor Agent, as the case may be, approved in writing by the Trustee Fiscal Agent and (other than in cases of insolvency of an the Fiscal Agent) on the expiry of the notice to be given under Clause 2714. The Issuer agrees Linde plc and Linde Finance agree with each of the Agents Fiscal Agent that if, by the day falling thirty five (35) ten days after before the receipt expiry of any notice under Clause 25.2sub-clause 14.1, the Issuer has Linde plc and Linde Finance have not appointed a successor Fiscal Agent, approved then the Fiscal Agent shall be entitled, on behalf of Linde plc and Linde Finance, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which Linde plc and Linde Finance shall approve (such approval not to be unreasonably withheld or delayed). 14.4 In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by Linde plc and Linde Finance by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the Trustee then latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 15, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder. 14.5 Subject to the applicable provisions of the Conditions, Linde plc and Linde Finance may, upon tenafter prior consultation with the Fiscal Agent, terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to the Fiscal Agent, and to the relevant Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent). 14.6 Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving Linde plc and Linde Finance and the Fiscal Agent at least 45 days’ written notice to that effect. 14.7 Upon its resignation or removal becoming effective, the Fiscal Agent: 14.7.1 shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7.7, 7.8, 7.9 and 16 and all Notes surrendered and not yet destroyed to the successor Fiscal Agent hereunder; and 14.7.2 shall be entitled to the payment by Linde plc and Linde Finance of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10. 14.8 Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder. 14.9 lf the Fiscal Agent or any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same country, obtained the prior written approval of Linde plc and Linde Finance thereto) give to Linde plc and Linde Finance and (if applicable) the Fiscal Agent written notice of such determination giving the address of the new Specified Office which shall be in the same country and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Fiscal Agent (on behalf of the Issuers (failing which the Guarantor, if Linde Finance is the Relevant Issuer)) shall within 15 days of receipt of such notice (unless the appointment of the Fiscal Agent or the Paying Agent or Calculation Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to the Holders in accordance with the Conditions.

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 ("Payments of principal and interest)". Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 thirty (30) nor more than 60 sixty (60) days’ ' prior notice shall have been given to the Noteholders in accordance with Condition 12 ("Notices)". 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 sixty (60) days’ ' written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 sixty (60) days’ ' notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty thirty-five (35) days after the receipt of any notice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent may, at the cost of the Issuer, upon tenten (10) days' notice to the Issuer, appoint any reputable and experienced bank of financial institution acting through its offices in the appropriate jurisdiction, and the Issuer shall give notice of such appointment to the Noteholders in accordance with Condition "Notices" as soon as reasonably practicable. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing with experience of performing such a role may be appointed by the Issuer with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under ▇▇▇▇▇▇ 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Registrar and the Exchange Agent, as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 20 (Commissions and Expenses) or Clause 21 (Indemnities) transfer all moneys and records held by it under this Agreement to the successor Agent; (b) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clauses 23 (Conditions of Appointment), 25 (Changes in Agents) and 30.1 (Taxes and Stamp Duties); and (c) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 20. 25.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agenta Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall, shall with the prior written approval of the Trustee, as soon as reasonably practicable Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest)6.6. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days’ ' prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices)14. 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 24.4) at any time resign (without giving any reason therefor and without liability for any reason whatsoever, but without any obligation to provide any reason thereforcosts incurred by such resignation) by giving at least 60 45 days’ ' written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective effective.‌‌‌ 24.3 Each of the Principal Paying Agent and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent the Registrar may (subject as provided in Clause 25.4subclause 24.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with the prior written notice to approval of the Trustee on at least 60 45 days’ ' notice in writing from the Issuer specifying the date when the removal shall become effective.. For the avoidance of doubt, the Issuer shall be responsible for all costs in connection with any replacement agent following such termination.‌ 25.4 24.4 Any resignation under Clause 25.2 subclause 24.2 or removal of an the Principal Paying Agent or the Registrar under Clause 25.3 subclauses 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuer of a successor AgentPrincipal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agentthe Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 27clause 26. The Issuer agrees with each of the Agents Principal Paying Agent and the Registrar that if, by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2subclause 24.2, the Issuer has not appointed a successor AgentPrincipal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then such the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of and at the expense of the Issuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer and the Trustee shall approve.‌ 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26, the Agent so superseded shall cease to be an Agent under this Agreement. 24.6 Subject to subclause 24.1, the Issuer may, upon tenwith the prior written approval of the Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 90 days' notice in writing to that effect (other than in the case of insolvency). For the avoidance of doubt, the Issuer shall be responsible for all costs in connection with any replacement agent following such termination. 24.7 Subject to subclause 24.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign (without giving any reason therefor and without liability for any costs incurred by such resignation) their respective appointments under this Agreement at any time by giving the Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 18.‌ 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 23.1 The Issuer agrees and the Guarantor may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect, provided that, for so long as any Note of the Notes is outstanding: (a) in the case of a Paying Agent, or until moneys the notice shall not expire less than 45 days before any due date for the payment of all amounts in respect interest; and (b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of all outstanding Notes have been made available an Agent. 23.2 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 23.3 All or any of the Principal Paying Agent and have been returned Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as provided any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 23.1 or in accordance with this Agreementsubclause 23.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within such period, the Fiscal Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Fiscal Agent a reputable financial institution of good standing. 23.4 Notwithstanding the provisions of subclauses 23.1, 23.2 and 23.3, so long as any of the Notes is outstanding, the termination of the appointment of an Agent (whether by the Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;; DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 (b) there will at all times be a Principal Paying Fiscal Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having in a specified office in New York City in jurisdiction within Europe. 23.5 Any successor Agent shall execute and deliver to its predecessor, the circumstances described in Condition 5.2 Issuer, the Guarantor and, where appropriate, the Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 23.6 If the appointment of an Agent under this Agreement is terminated (Payments whether by the Issuer and the Guarantor or by the resignation of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5relevant Agent), when the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 23.7 If the Fiscal Agent or any of the other Agents shall change its specified office, it shall be of immediate effect) after give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 nor more than 60 days’ prior notice shall have been given days before the change, the Fiscal Agent shall, at the request of the Issuer, give to the Noteholders in accordance with on behalf of and at the expense of the Issuer (failing which, the Guarantor) notice of the change and the address of the new specified office under Condition 12 13 (Notices). 25.2 Each 23.8 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoeverbe consolidated or a corporation resulting from a merger, but without any obligation conversion or consolidation to provide any reason therefor) by giving at least 60 days’ written notice which the Agent shall be a party shall, to the Issuer and extent permitted by applicable law, be the Trustee specifying successor Agent under this Agreement without the date execution or filing of any paper or any further act on which its resignation the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall become effective and shall not forthwith be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice given to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2Issuer, the Issuer has not appointed a successor Guarantor and, where appropriate, the Fiscal Agent, approved in writing by the Trustee then such Agent may, upon ten.

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). 10.1 Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) resign its appointment hereunder at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying Issuer may terminate the date on which its resignation shall become effective and shall not be responsible for appointment of any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed by giving to such Agent, at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior least 30 days' written notice to that effect, provided that no such resignation or termination of the Trustee on at least 60 days’ notice in writing from appointment of the Issuer specifying Principal Paying Agent or the date when Issue Agent shall take effect until a successor has been appointed by the removal shall become effectiveIssuer. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. 10.2 The Issuer agrees with each of the Agents Agent that if, by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.210.1, the Issuer has not appointed a successor replacement Agent, approved then the relevant Agent shall be entitled, on behalf of the Issuer to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment. 10.3 The appointment of an Agent shall terminate forthwith if any of the following events or circumstances occur or arise, namely: (a) such Agent becomes incapable of acting; (b) such Agent is adjudged bankrupt or insolvent; (c) such Agent files a voluntary petition in bankruptcy/insolvency or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; (d) a resolution is passed or an order is made for the winding- up or dissolution of such Agent; (e) a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; (f) an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or (g) any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 10.4 The Issuer may appoint substitute or additional agents in relation to the Notes and shall forthwith give notice of any such appointments to the continuing agents and holders of Notes, whereupon the Issuer, the continuing agents and the additional agent(s) shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement. 10.5 Upon the resignation or revocation becoming effective under this Clause 10, the Agent shall: (A) be released and discharged from its obligations under this Agreement; (B) deliver to the Issuer and to the successor Agent a copy of the records maintained by it in accordance with Clause 6.2; and (C) promptly transfer all moneys and papers (including any executed but unauthenticated Notes held by it) to its successor or as the Issuer may otherwise instruct. 10.6 Any corporation into which any Agent or Calculation Agent may be merged or converted, or any corporation with which any Agent or Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Agent or Calculation Agent shall be a party, or any corporation to which any Agent or Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any Applicable Law, become the successor of such Agent or Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties to this Agreement, unless otherwise required by the Trustee then Issuer, and after the said effective date all references in this Agreement to such Agent mayor Calculation Agent shall be deemed to be references to such successor corporation. Written notice of any such merger, upon tenconversion, consolidation or transfer shall immediately be given to the Issuer by such Agent or Calculation Agent, as applicable.

Changes in Agents. 25.1 23.1 The Issuer agrees and the Guarantor may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 days’ prior written notice to that effect, provided that, for so long as any Note of the Notes is outstanding: (a) in the case of a Paying Agent, or until moneys the notice shall not expire less than 45 days before any due date for the payment of all amounts in respect interest; and (b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of all outstanding Notes have been made available an Agent. 23.2 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 23.3 All or any of the Principal Paying Agent and have been returned Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 45 days’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as provided any of the Notes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Noteholders under Condition 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 23.1 or in accordance with this Agreementsubclause 23.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within such period, the Fiscal Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Fiscal Agent a reputable financial institution of good standing. 23.4 Notwithstanding the provisions of subclauses 23.1, 23.2 and 23.3, so long as any of the Notes is outstanding, the termination of the appointment of an Agent (whether by the Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Fiscal Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having in a specified office in New York City in jurisdiction within Europe. 23.5 Any successor Agent shall execute and deliver to its predecessor, the circumstances described in Condition 5.2 Issuer, the Guarantor and, where appropriate, the Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 23.6 If the appointment of an Agent under this Agreement is terminated (Payments whether by the Issuer and the Guarantor or by the resignation of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5relevant Agent), when the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 23.7 If the Fiscal Agent or any of the other Agents shall change its specified office, it shall be of immediate effect) after give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 30 nor more than 60 45 days’ prior written notice shall have been given to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Fiscal Agent shall, at the request of the Issuer, give to the Noteholders in accordance with on behalf of and at the expense of the Issuer (failing which, the Guarantor) notice of the change and the address of the new specified office under Condition 12 13 (Notices). 25.2 Each 23.8 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoeverbe consolidated or a corporation resulting from a merger, but without any obligation conversion or consolidation to provide any reason therefor) by giving at least 60 days’ written notice which the Agent shall be a party shall, to the Issuer and extent permitted by applicable law, be the Trustee specifying successor Agent under this Agreement without the date execution or filing of any paper or any further act on which its resignation the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall become effective and shall not forthwith be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice given to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agent) on the expiry of the notice to be given under Clause 27. The Issuer agrees with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2Issuer, the Issuer has not appointed a successor Guarantor and, where appropriate, the Fiscal Agent, approved in writing by the Trustee then such Agent may, upon ten.

Changes in Agents. 25.1 14.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Fiscal Agent may (subject as provided in Clause 25.414.3 below) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) as Fiscal Agent by giving at least 60 45 days’ written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each 14.2 The Fiscal Agent may (subject as provided in Clause 25.414.3 below) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 45 days’ notice by the filing with it of an instrument in writing from signed on behalf of the Issuer specifying such removal and the date when the removal it shall become effective. 25.4 14.3 Any resignation under Clause 25.2 14.1 or removal of an Agent under Clause 25.3 Clauses 14.2 or 25.5 14.4 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Agent, as the case may be, approved in writing by the Trustee Fiscal Agent and (other than in cases of insolvency of an the Fiscal Agent) on the expiry of the notice to be given under Clause 2714. The Issuer agrees with each of the Agents Fiscal Agent that if, by the day falling thirty five (35) ten days after before the receipt expiry of any notice under Clause 25.214.1, the Issuer has not appointed a successor Fiscal Agent, approved then the Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). 14.4 In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by the Trustee then Issuer by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 14, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder. 14.5 Subject to the applicable provisions of the Conditions, the Issuer may, upon tenafter prior consultation with the Fiscal Agent, terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to the Fiscal Agent, and to the relevant Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent). 14.6 Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving the Issuer and the Fiscal Agent at least 45 days’ written notice to that effect. 14.7 Upon its resignation or removal becoming effective, the Fiscal Agent: 14.7.1 shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7.7, 7.8 and 16 and all Notes surrendered and not yet destroyed to the successor Fiscal Agent ▇▇▇▇▇▇▇▇▇; and 14.7.2 shall be entitled to the payment by the Issuer of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10. 14.8 Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder. 14.9 lf the Fiscal Agent or any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same country, obtained the prior written approval of the Issuer thereto) give to the Issuer and (if applicable) the Fiscal Agent written notice of such determination giving the address of the new Specified Office which shall be in the same country and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Fiscal Agent (on behalf of the Issuer) shall within 15 days of receipt of such notice (unless the appointment of the Fiscal Agent or the Paying Agent or Calculation Agent, as the case may be, is to terminate pursuant to the above sub-clauses on or prior to the date of such change) give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to the Holders in accordance with the Conditions.

Changes in Agents. 25.1 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and; (c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agentexchange agent with a specified office in New York City; and (d) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall, shall with the prior written approval of the Trustee, as soon as reasonably practicable Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest)7.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.524.5), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days’ ' prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices)15. 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clause 25.424.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 45 days’ ' written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clause 25.424.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with the prior written notice to approval of the Trustee on at least 60 45 days’ ' notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 24.4 Any resignation under Clause 25.2 24.2 or removal of an the Principal Paying Agent or the Registrar under Clause 25.3 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuer of a successor AgentPrincipal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agentthe Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Clause 2726. The Issuer agrees with each of the Agents Principal Paying Agent and the Registrar that if, by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.224.2, the Issuer has not appointed a successor AgentPrincipal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then such the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuer and the Trustee shall approve. 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 26, the Agent so superseded shall cease to be an Agent under this Agreement. 24.6 Subject to Clause 24.1, the Issuer may, upon tenwith the prior written approval of the Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 24.7 Subject to Clause 24.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Registrar and any exchange agent appointed in respect of a DTC Note, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 19. 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 15.1 The Issuer agrees that, for so long as may terminate the appointment of any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving to the relevant Agent at least 60 30 days’ written notice to the Issuer and the Trustee that effect specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the such removal shall become effective. 25.4 15.2 Any Agent may resign at any time by giving the Issuer at least 45 days’ written notice to that effect specifying the date on which such resignation shall become effective. 15.3 No removal under Clause 15.1 or resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 15.2 shall only take effect upon the appointment until a successor Agent has been appointed by the Issuer or, in accordance with Clause 15.4, on behalf of the Issuer and such Agent has accepted such appointment. A successor Agent shall be appointed by the Issuer by an instrument in writing given to the successor Agent. The Issuer will inform the superseded Agent in written form about its successor Agent immediately after the appointment of a successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the notice period set forth under Clause 15.1 or Clause 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. 15.4 In case of a removal of any Agent in accordance with Clause 15.1 or in case of a resignation of any Agent in accordance with Clause 15.2, that Agent shall be entitled on behalf of and in consultation with the Issuer to appoint as a successor Agent in its place a reputable financial institution having the case may becapability to assume the function of its predecessor Agent, approved in writing if the Issuer has not appointed a successor Agent by the Trustee day falling 10 days before the expiry of the notice period set forth under Clause 15.1 or 15.2, respectively. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and (other than in cases acceptance by the latter of insolvency such appointment. Upon the appointment of an such successor Agent) on , the acceptance by it of such appointment and the expiry of the notice to be given under Clause 2715.1 or 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. The relevant Agent will bear all costs incurred by its resignation. 15.5 Notwithstanding the foregoing, the Issuer may terminate the appointment of any Agent at any time with immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or shall admit in writing its inability to pay or meet its debts as they severally mature, or shall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if an order of any court shall be entered approving any petition filed by or against the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any similar legislation, or the Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor Agent in written form, such appointment becoming effective with its acceptance by the successor Agent. Until the effectiveness of the appointment of the successor Agent all rights and duties of any such Agent hereunder will be assumed by the Issuer. 15.6 Any Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent shall upon payment by the Issuer of any amounts due and payable to the predecessor Agent under Clauses 14.2 and 14.3 of this Agreement become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys (other than moneys received by the predecessor Agent from the Issuer in respect of amounts paid under Clauses 14.2 and 14.3 of this Agreement), documents and records held by the predecessor Agent hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 15.7 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 15.3. 15.8 Each Agent shall give not less than 30 days’ written notice to the Issuer of any proposed change in its specified office. 15.9 Any change in any Agent shall be notified by the Issuer to the respective other Agents and to the Payees. The Issuer agrees shall also give or cause notice thereof to be given to the Holders in accordance with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent may, upon tenConditions.

Changes in Agents. 25.1 15.1 The Issuer agrees that, for so long as may terminate the appointment of any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving the relevant Agent at least 60 30 days’ written notice to the Issuer and the Trustee that effect specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the such removal shall become effective. 25.4 15.2 Any Agent may resign at any time by giving the Issuer at least 45 days’ written notice to that effect specifying the date on which such resignation shall become effective. 15.3 No removal under Clause 15.1 or resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 15.2 shall only take effect upon the appointment until a successor Agent has been appointed by the Issuer or, in accordance with Clause 15.4, on behalf of a the Issuer and such Agent has accepted such appointment. A successor Agent shall be appointed by the Issuer by an instrument in writing given to the successor Agent. The Issuer will inform the superseded Agent in written form about its successor Agent immediately after the appointment of such successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the notice period set forth under Clause 15.1 or Clause 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. 15.4 In case of a removal of any Agent in accordance with Clause 15.1 or in case of a resignation of any Agent in accordance with Clause 15.2, that Agent shall be entitled on behalf of and in consultation with the Issuer to appoint as a successor Agent in its place a reputable financial institution having the case may becapability to assume the function of its predecessor Agent, approved in writing if the Issuer has not appointed a successor Agent by the Trustee day falling 10 days before the expiry of the notice period set forth under Clause 15.1 or 15.2, respectively. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and (other than in cases acceptance by the latter of insolvency such appointment. Upon the appointment of an such successor Agent) on , the acceptance by it of such appointment and the expiry of the notice to be given under Clause 2715.1 or 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. The relevant Agent will bear all its costs incurred by its resignation. 15.5 Notwithstanding the foregoing, the Issuer may terminate the appointment of any Agent at any time with immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or shall admit in writing its inability to pay or meet its debts as they severally mature, or shall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if an order of any court shall be entered approving any petition filed by or against the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any similar legislation, or the Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor Agent in written form, such appointment becoming effective with its acceptance by the successor Agent. Until the effectiveness of the appointment of the successor Agent all rights and duties of any such Agent hereunder will be assumed by the Issuer. 15.6 Any Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent shall upon payment by the Issuer of any amounts due and payable to the predecessor Agent under Clauses 14.2 and 14.3 of this Agreement become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys (other than moneys received by the predecessor Agent from the Issuer in respect of amounts paid under Clauses 14.2 and 14.3 of this Agreement), documents and records held by the predecessor Agent hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 15.7 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 15.3. 15.8 Each Agent shall give not less than 30 days’ written notice to the Issuer of any proposed change in its specified office. 15.9 Any change in any Agent shall be notified by the Issuer to the respective other Agents and to the Payees. The Issuer agrees shall also give or cause notice thereof to be given to the Holders in accordance with each of the Agents that if, by the day falling thirty five (35) days after the receipt of any notice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent may, upon tenConditions.

Changes in Agents. 25.1 21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Fiscal Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, Fiscal Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a RegistrarFiscal Agent; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agenta Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 5.4 (Payments of principal and interest– General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 21.5), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days’ ' prior notice shall have been given to the Noteholders in accordance with Condition 12 13 (Notices). 25.2 Each 21.2 The Fiscal Agent may (subject as provided in Clause 25.4subclause 21.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 45 days’ ' written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each 21.3 The Fiscal Agent may (subject as provided in Clause 25.4subclause 21.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 45 days’ ' notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 21.4 Any resignation under Clause 25.2 subclause 21.2 or removal of an the Fiscal Agent under Clause 25.3 subclauses 21.3 or 25.5 21.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee Fiscal Agent and (other than in cases of insolvency of an the Fiscal Agent) on the expiry of the notice to be given under Clause 27clause 23. The Issuer agrees with each of the Agents Fiscal Agent that if, by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2subclause 21.2, the Issuer has not appointed a successor Fiscal Agent then the Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Fiscal Agent a reputable financial institution of good standing which the Issuer shall approve. 21.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 23, the Agent so superseded shall cease to be an Agent under this Agreement. 21.6 Subject to subclause 21.1, the Issuer may, after prior consultation with the Fiscal Agent, approved terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Fiscal Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 21.7 Subject to subclause 21.1, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect. 21.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Fiscal Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Trustee then such Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 16. 21.9 Upon its appointment becoming effective, a successor or new Agent mayshall, upon tenwithout any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a RegistrarAgent; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agenta Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 5.4 (Payments of principal and interest- General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 21.5), when it shall be of immediate effect) after not less than 30 nor more than 60 45 days’ ' prior notice shall have been given to the Noteholders in accordance with Condition 12 13 (Notices). 25.2 Each 21.2 The Principal Paying Agent may (subject as provided in Clause 25.4subclause 21.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 90 days’ ' prior written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each 21.3 The Principal Paying Agent may (subject as provided in Clause 25.4subclause 21.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 45 days’ ' prior notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 21.4 Any resignation under Clause 25.2 subclause 21.2 or removal of an the Principal Paying Agent under Clause 25.3 subclauses 21.3 or 25.5 21.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, approved in writing by the Trustee Principal Paying Agent and (other than in cases of insolvency of an the Principal Paying Agent) on the expiry of the notice to be given under Clause 27clause 23. The Issuer agrees with each of the Agents Principal Paying Agent that if, by the day falling thirty five (35) 10 days after before the receipt expiry of any notice under Clause 25.2subclause 21.2, the Issuer has not appointed a successor Principal Paying Agent then the Principal Paying Agent shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Principal Paying Agent a reputable financial institution of good standing which the Issuer shall approve in writing. 21.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 23, the Agent so superseded shall cease to be an Agent under this Agreement. 21.6 Subject to subclause 21.1, the Issuer may, after prior consultation with the Principal Paying Agent, approved terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' prior notice in writing to that effect (other than in the case of insolvency). 21.7 Subject to subclause 21.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 21.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Trustee then Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 15. 21.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 21.10 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent not being or having ceased to be a person to whom any payments due on the Notes are free from FATCA Withholding, the Issuer will be entitled to terminate the Agent or the relevant Paying Agent without notice and such termination will be effective from any such time specified in writing to such Agent may, upon tenor Paying Agent.

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which Any Agent may be resign its appointment hereunder upon the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations expiration of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 thirty (Notices). 25.2 Each Agent may (subject as provided in Clause 25.430) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from to that effect to the Issuer specifying Trust (with a copy to the Indenture Trustee); provided, however, that any such notice which would otherwise expire within thirty (30) days before or after the Maturity Date or any interest or other payment date when of the removal Notes shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon be deemed to expire on the appointment by thirtieth (30th) day following the Issuer of a successor AgentMaturity Date or, as the case may be, approved such interest or other payment date. (b) The Trust may revoke its appointment of any Agent hereunder not less than thirty (30) days’ notice to the applicable Agent and the Indenture Trustee to that effect. (c) The appointment of any Agent hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Trust may (and shall where necessary to comply with the terms and conditions of the Notes) appoint substitute or additional agents in relation to the Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. (e) If any Agent gives notice of its resignation in accordance with this Section 7.17, the provisions of paragraph (d) of Section 7.17 apply and by the Trustee tenth (10th) day before the expiration of such notice a successor to such Agent in relation to such Notes has not been appointed by the Trust, such Agent may itself, following such consultation with the Trust as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution (other than in cases of insolvency of an Agent) on which will ensure compliance with the expiry terms and conditions of the Notes) and give notice of such appointment in accordance with the terms and conditions of the Notes, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. (f) Upon any resignation or revocation becoming effective under this Section, the relevant Agent shall: (i) be released and discharged from its obligations under this Indenture; (ii) repay, in accordance with the Expense and Indemnity Agreement, to Protective Life such part of any fee paid to it as may be given under Clause 27. The Issuer agrees agreed between the relevant Agent and Protective Life; (iii) in the case of the Paying Agent, deliver to the Trust and to the successor Paying Agent a copy, certified as true and up-to-date by an officer of the Paying Agent, of the records maintained by it in accordance with Section 3.04; (iv) in the case of the Registrar, deliver to the Trust and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Agents Registers and other records maintained by it in accordance with Section 2.06; (v) in the case of a Calculation Agent, deliver to the Trust and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Section 7.16; and (vi) upon payment to it by Protective Life of all amounts owed to it, forthwith transfer all moneys and papers (including any unissued Global Notes or Definitive Notes) held by it hereunder to its successor in that ifcapacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. (g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party or any corporation succeeding to all or substantially all the day falling corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or asset transfer shall forthwith be given by such successor to the Trust and the other parties hereto. (h) If any Agent decides to change its specified office (which may only be effected within the same city) it shall give notice to the Trust (with a copy to the Indenture Trustee) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty five (3530) days after the receipt date of such notice. The relevant Agent shall at its own expense not less than fourteen (14) days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the foregoing provisions of this Section on or prior to the date of such change) publish or cause to be published notice under Clause 25.2thereof. Upon the execution hereof and thereafter forthwith upon any change of the same, the Issuer has not appointed Trust shall deliver to the Indenture Trustee (with a successor copy to the Paying Agent, approved in writing by ) a list of the Trustee then such Agent may, upon tenAuthorized Signatories of the Trust together with certified specimen signatures of the same.

Changes in Agents. 25.1 13.1 The Issuer agrees that, for so long as may revoke the appointment of any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or Calculation Agent in relation to any Notes by not less than 45 days' notice to that effect to such Paying Agent or Calculation Agent. 13.2 The appointment of any Paying Agent or Calculation Agent as the agent of the Issuer hereunder and have been returned in relation to the Issuer, as provided in this Agreementany Notes shall terminate forthwith if: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal such Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 60 days’ prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices). 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 days’ written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as provided in Clause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of an Agent under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Calculation Agent, as the case may be, approved becomes incapable of acting; (b) such Paying Agent or Calculation Agent, as the case may be, is adjudged bankrupt or insolvent; (c) such Paying Agent or Calculation Agent, as the case may be, files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; (d) a resolution is passed or an order is made for the winding up or dissolution of such Paying Agent or Calculation Agent, as the case may be; (e) a receiver, administrator or other similar official is appointed in respect of such Paying Agent, Registrar or Calculation Agent, as the case may be; (f) an order of any court is entered approving any petition filed by or against such Paying Agent or Calculation Agent, as the Trustee and case may be, under the provisions of any applicable bankruptcy or insolvency law; or (other than g) if in cases relation to such Paying Agent or Calculation Agent, as the case may be, any officer takes charge or control of insolvency it or of an Agent) on its property or affairs for the expiry purpose of rehabilitation, conservation or liquidation. 13.3 The termination of the appointment of any Paying Agent or Calculation Agent under this Agreement will not entitle the Paying Agent or the Calculation Agent to any amount by way of compensation but will be without prejudice to any amount then accrued due. 13.4 All or any of the Paying Agents or Calculation Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Issue and Paying Agent at least 45 days' prior written notice to be given under that effect provided that, so long as any of the Notes is outstanding, the notice may not, in the case of a Paying Agent or Calculation Agent, expire less than 45 days before any due date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent or Calculation Agent, the Issuer will promptly, and in any event not less than 30 days before the resignation takes effect, give notice to the Noteholders. If the Issue and Paying Agent resigns or is removed pursuant to Clauses 13.1 or 13.2 above or in accordance with this Clause 2713.4, the Issuer will promptly and in any event within 30 days appoint a successor. If the Issuer fails to appoint a successor within such period, the Issue and Paying Agent may select a leading bank to act as Issue and Paying Agent hereunder and the Issuer will appoint that bank as the successor Issue and Paying Agent. The Issuer agrees shall forthwith notify the other parties hereto thereof whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 13.5 Upon any resignation or revocation becoming effective under this Clause 13, the relevant Paying Agent or Calculation Agent shall: (a) be released and discharged from its obligations under this Agreement but without prejudice to any rights or obligations accrued (pursuant to Clause 13.4 above) or incurred on or before such resignation or revocation becoming effective (save that it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the provisions of Clause 11, this Clause 13 and Clause 14.3); (b) repay to the Issuer such part of any fee paid to it in accordance with each Clause 14.1 as may be agreed between the relevant Paying Agent or Calculation Agent and the Issuer; (c) in the case of the Agents Issuer and Paying Agent, deliver to the Issuer, the successor Issuer and Paying Agent, a copy, certified as true and up to date by an officer of the Issue and Paying Agent, of the records maintained by it in accordance with Clause 9.3; (d) in the case of a Calculation Agent, deliver to the Issuer and the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 7.3(b); and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 11.1 or Clause 14) transfer all moneys held by it hereunder to its successor in that ifcapacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. 13.6 Any corporation into which any Paying Agent or Calculation Agent may be merged, converted or consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent or Calculation Agent shall be a party, shall, to the day falling thirty five extent permitted by applicable law, be the successor to such Paying Agent or Calculation Agent hereunder and in relation to the Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the other parties hereto and in accordance with Clause 15. 13.7 If the Paying Agent decides to change its specified office, it shall give notice to the Issuer (35with a copy, if necessary, to the Issue and Paying Agent) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than 30 days after the receipt date of such notice. The relevant Paying Agent shall (at the expense of the Issuer) not less than 14 days prior to the date on which such change is to take effect (unless the appointment of the relevant Paying is to terminate pursuant to any of the foregoing provisions of this Clause 13 on or prior to the date of such change) publish or cause to be published notice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent may, upon tenthereof.

Changes in Agents. 25.1 The Issuer agrees Issuers agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, Agent and a Transfer Agent, which may be the Registrar, Agent with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;; and (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval CBA (on behalf of the Trustee, as soon as reasonably practicable Issuers) shall immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.2 (Payments of principal and interest). 7(d) Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause subclause 25.5), when it shall be of immediate effect, or of any Paying Agent failing to become or ceasing to be a Participating FFI, when it shall be of immediate effect on appointment of a successor) after not less than 30 nor more than 60 15 days’ ' prior notice shall have been given to the Noteholders in accordance with Condition 12 (Notices)16. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clause subclause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least 60 30 days’ ' written notice to the Issuer and the Trustee CBA specifying the date on which its resignation shall become effective and shall not be responsible for any liabilities occasioned therebyeffective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clause subclause 25.4) be removed at any time by the Issuer (for any reason whatsoever, but without any obligation to provide any reason therefor) with prior written notice to the Trustee CBA on at least 60 30 days’ ' notice in writing from the Issuer CBA specifying the date when the removal shall become effective. 25.4 Any resignation under Clause subclause 25.2 or removal of an the Principal Paying Agent or the Registrar under Clause subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuer CBA of a successor AgentPrincipal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of an Agentthe Principal Paying Agent or the Registrar, as the case may be, or of the Principal Paying Agent failing to become or ceasing to be a Participating FFI) on the expiry of the notice to be given under Clause clause 27. The Issuer CBA agrees with each of the Agents Principal Paying Agent and the Registrar that if, by the day falling thirty five (35) 7 days after before the receipt expiry of any notice under Clause subclause 25.2, the Issuer CBA has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of CBA, to appoint as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which CBA shall approve (such approval not to be unreasonably withheld or delayed). 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation or, at any time, any Paying Agent fails to become or ceases to be a Participating FFI, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by CBA. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent, approved when it shall be of immediate effect or the failure of any Paying Agent to become or be a Participating FFI, when it shall be of immediate effect on such appointment of a successor) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, CBA may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 30 days' notice in writing to that effect (other than in the case of insolvency or of a Paying Agent failing to become or ceasing to be a Participating FFI). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving to each of the Issuers and the Principal Paying Agent at least 30 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records (except such records as it may be prevented by law or regulation from so transferring) held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Trustee then such relevant Issuer (failing which the Guarantor, where the relevant Issuer is ASB Finance) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent mayshall, upon tenwithout any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.