Common use of CHANGES IN AGENT AND OTHER PAYING AGENTS Clause in Contracts

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the Issuer and the Guarantor 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 Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein: (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 Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authority; (b) there will at all times be a Paying Agent with a specified office outside Norway; and (c) there will at all times be an Agent. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second paragraph of Condition 4(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 12. 22.2 The Agent may (subject as provided in subclause 22.4 below) at any time resign as Agent by giving at least 90 days' written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 The Agent may (subject as provided in subclause 22.4 below) be removed at any time by the Issuer and the Guarantor on at least 30 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor specifying such removal and the date when it shall become effective. 22.4 Any resignation under subclause 22.2 or removal under subclauses 22.3 or 22.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under clause 24. The Issuer and the Guarantor agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.2, the Issuer and the Guarantor have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer and the Guarantor 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). 22.5 In case at any time the 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 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 and the Guarantor 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 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 the Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 21.1 Each of the Issuer and the Guarantor agrees 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 Agent and have been returned to the relevant Issuer oror the Guarantor, as the case may be, the Guarantor as provided herein:herein (whichever is the later): (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant such Stock Exchange or other relevant authority;; and (b) there will at all times be a Paying Agent (which may be the Agent) with a its specified office in a country outside Norwaythe tax jurisdiction of the Issuer; and (c) there will at all times be an Agent; and (d) if the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 are implemented, it will ensure that it maintains a Paying Agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to the relevant Directive. In addition, the each Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d5(b). Any variation, termination, appointment or change in the Agent or Paying Agent shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 below)insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1214. 22.2 21.2 The Agent may (subject as provided in subclause 22.4 21.4 below) at any time resign as Agent by giving at least 90 days' written notice to the Issuer Issuers and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 21.3 The Agent may (subject as provided in subclause 22.4 21.4 below) be removed at any time by the Issuer Issuers and the Guarantor on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer Issuers and the Guarantor specifying such removal and the date when it shall become effective. 22.4 21.4 Any resignation under subclause 22.2 21.2 or removal under subclauses 22.3 21.3 or 22.5 21.5 shall only take effect upon the appointment by the Issuer Issuers and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent, when such resignation or removal shall become effective immediately) on the expiry of the notice to be given under clause 24Clause 23. The Issuer Issuers and the Guarantor agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.221.2, the Issuer Issuers and the Guarantor have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer Issuers and the Guarantor Guarantor, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed). 22.5 21.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 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 Issuers and the Guarantor 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 Clause 23 the Agent so superseded shall cease to be the Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 21.1 Each of the Issuer and the Guarantor 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 Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant such Stock Exchange or other relevant authority; (b) there will at all times be a Paying Agent with a specified office outside Norway; and (cb) there will at all times be an Agent. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d5(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 21.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1213. 22.2 21.2 The Agent may (subject as provided in subclause 22.4 21.4 below) at any time resign as Agent by giving at least 90 days' written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 21.3 The Agent may (subject as provided in subclause 22.4 21.4 below) be removed at any time by the Issuer and the Guarantor on at least 30 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor specifying such removal and the date when it shall become effective. 22.4 21.4 Any resignation under subclause 22.2 21.2 or removal under subclauses 22.3 21.3 or 22.5 21.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under clause 2423. The Issuer and the Guarantor agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.221.2, the Issuer and the Guarantor have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer and the Guarantor 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). 22.5 21.5 In case at any time the 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 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 and the Guarantor 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 23 the Agent so superseded shall cease to be the Agent hereunder. 21.6 Subject to subclause 21.1, the Issuer and the Guarantor may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). 21.7 Subject to subclause 21.1, all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving the Issuer, the Guarantor and the Agent at least 45 days' written notice to that effect. 21.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, deliver the records referred to in subclauses 12.4 and 13.7 to the successor Agent hereunder; and (b) shall be entitled to the payment by the Issuer, failing which the Guarantor of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of clause 16. 21.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder. 21.10 If either the Issuer or Guarantor is 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 Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer or Guarantor will be entitled, during the period in which that Paying Agent is not a person to whom payments are free from FATCA Withholding, to terminate the Paying Agent with 10 days’ notice and such termination will be effective from any such time specified in writing to such Paying Agent.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the Issuer and the Guarantor 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 Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant such Stock Exchange or other relevant authority; (b) there will at all times be a Paying Agent with a specified office outside Norway; and (cb) there will at all times be an Agent. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 12. 22.2 The Agent may (subject as provided in subclause 22.4 below) at any time resign as Agent by giving at least 90 days' written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 The Agent may (subject as provided in subclause 22.4 below) be removed at any time by the Issuer and the Guarantor on at least 30 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor specifying such removal and the date when it shall become effective. 22.4 Any resignation under subclause 22.2 or removal under subclauses 22.3 or 22.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under clause 24. The Issuer and the Guarantor agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.2, the Issuer and the Guarantor have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer and the Guarantor 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). 22.5 In case at any time the 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 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 and the Guarantor 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 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 the Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the 21.1 The Issuer and the Guarantor 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 Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein: (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 Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authorityExchange; (b) there will at all times be a Paying Agent with (which may be the Agent) in a specified office outside Norwayjurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated; and (c) there will at all times be an Agent. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second paragraph of Condition 4(d)4.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 21.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Trustee and to the Noteholders in accordance with Condition 12the Conditions. 22.2 The 21.2 Any Paying Agent may (subject as provided in subclause 22.4 21.4 below) at any time resign as Paying Agent by giving at least 90 days' written notice to the Issuer and Issuer, the Guarantor Trustee and, if applicable, the Agent of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 The 21.3 Any Paying Agent may (subject as provided in subclause 22.4 21.4 below) be removed at any time by the Issuer and the Guarantor on at least 30 90 days' notice to the Trustee and, if applicable, the Agent by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor specifying such removal and the date when it shall become effective. 22.4 21.4 Any resignation under subclause 22.2 21.2 or removal under subclauses 22.3 21.3 or 22.5 21.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, of a successor Paying Agent approved by the Trustee and (other than in cases of insolvency of the a Paying Agent) on the expiry of the notice to be given under clause 24Clause 23. The Issuer and the Guarantor agree agrees with the Agent and the Trustee that if, by the day falling ten days before the expiry of any notice under subclause 22.221.2, the Issuer and the Guarantor have has not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer and the Guarantor Issuer, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed). 22.5 21.5 In case at any time the any Paying Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation, a successor Paying Agent, which shall be a reputable financial institution of good standing approved by the Trustee, may be appointed by the Issuer and the Guarantor by an instrument in writing filed with the successor Paying Agent. Upon the appointment as aforesaid of a successor Paying Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 Xxxxxx 23 the Paying Agent so superseded shall cease to be the a Paying Agent hereunder. 21.6 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the records referred to in clauses 12.4 and 13.7 to the successor Agent hereunder; and (b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 15. 21.7 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the 21.1 The Issuer and the Guarantor 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 Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein: (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 Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authorityExchange; (b) there will at all times be a Paying Agent (which may be the Agent) with a specified office outside Norwayin a principal financial centre in continental Europe; and (c) there will at all times be an Agent. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d5(b). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 below)Clause 21.5, when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 12the Conditions. 22.2 21.2 The Agent may (subject as provided in subclause 22.4 belowClause 21.4) at any time resign as Agent by giving at least 90 days' ’ written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 21.3 The Agent may (subject as provided in subclause 22.4 belowClause 21.4) be removed at any time by the Issuer and the Guarantor on at least 30 45 days' ’ notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor specifying such removal and the date when it shall become effective. 22.4 21.4 Any resignation under subclause 22.2 Clause 21.2 or removal under subclauses 22.3 Clause 21.3 or 22.5 21.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under clause 24Clause 23. The Issuer and the Guarantor agree agrees with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.2Clause 21.2, the Issuer and the Guarantor have has not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer and the Guarantor 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). 22.5 21.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 catered 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 and the Guarantor 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 Clause 23 the Agent so superseded shall cease to be the Agent hereunder. 21.6 Subject to Clause 21.1, the Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). 21.7 Subject to Clause 21.1, all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving the Issuer and the Agent at least 45 days’ written notice to that effect. 21.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall, in the case of the Agent, forthwith transfer all moneys held by it hereunder and the records referred to in Clauses 12.3 and 13.7 to the successor Agent hereunder; and (b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 16. 21.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the Issuer and the Guarantor (in respect of Notes issued by Alpha PLC) agrees that, for so long as any relevant Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding relevant Notes have been made available to the Agent and have been returned to the such Issuer or, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed on any Stock Exchangestock exchange, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authoritystock exchange; (b) there will at all times be a Paying Agent with a specified office outside Norwayin a city in continental Europe other than a city in the Hellenic Republic; and (c) there will at all times be an Agent. In addition, the each Issuer and (failing whom the Guarantor (in respect of Notes issued by Alpha PLC)) shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d8(c). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause Clause 22.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1216. 22.2 The Agent may (subject as provided in subclause Clause 22.4 below) at any time resign as Agent by giving at least 90 45 days' written notice to the Issuer Alpha PLC and the Guarantor Alpha Bank of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 The Agent may (subject as provided in subclause 22.4 below) be removed at any time by the Issuer Alpha PLC and the Guarantor Alpha Bank on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer Alpha PLC and the Guarantor Alpha Bank specifying such removal and the date when it shall become effectiveeffective (other than in the case of insolvency of the Agent in which case such notice shall be of immediate effect). 22.4 Any resignation under subclause Clause 22.2 or removal under subclauses Clauses 22.3 or 22.5 shall only take effect upon the appointment by the Issuer Alpha PLC and the Guarantor as hereinafter providedAlpha Bank, of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under clause Clause 24. The Issuer Alpha PLC and the Guarantor Alpha Bank agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause Clause 22.2, the Issuer Alpha PLC and the Guarantor Alpha Bank have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer Alpha PLC and the Guarantor Alpha Bank, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer Alpha PLC and Alpha Bank shall approve (such approval not to be unreasonably withheld or delayed). 22.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 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 Alpha PLC and the Guarantor Alpha Bank 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause Clause 24 the Agent so superseded shall cease to be the Agent hereunder. 22.6 Subject to Clause 22.1, Alpha PLC and Alpha Bank may terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). 22.7 Subject to Clause 22.1, all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving Alpha PLC and Alpha Bank and the Agent at least 45 days' written notice to that effect. 22.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the records referred to in Clauses 13.5 and 14.7 to the successor Agent hereunder; and (b) shall be entitled to the payment by Alpha PLC and Alpha Bank of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 17. 22.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder. 22.10 Notwithstanding any other provision in this Agreement, if Alpha PLC or Alpha Bank 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 Paying Agent not being or having ceased to be a person to whom payments are free from FATCS Withholding, Alpha PLC or Alpha Bank will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 20.1 Each of the Issuer and the Guarantor (in respect of Notes issued by Piraeus PLC) agrees that, for so long as any relevant Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding relevant Notes have been made available to the Agent and have been returned to the such Issuer or, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed on any Stock Exchangestock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or other relevant authority; (b) there will at all times be a Paying Agent with a specified office outside Norwayan Agent; and (c) there will at all times be an Agenta Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated. In addition, the each Issuer and (failing whom the Guarantor (in respect of Notes issued by Piraeus PLC)) shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d8(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 20.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1216. 22.2 20.2 The Agent may (subject as provided in subclause 22.4 20.4 below) at any time resign as Agent by giving at least 90 45 days' written notice to the Issuer Piraeus PLC and the Guarantor Piraeus Bank of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 20.3 The Agent may (subject as provided in subclause 22.4 20.4 below) be removed at any time by the Issuer Piraeus PLC and the Guarantor Piraeus Bank on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer Piraeus PLC and the Guarantor Piraeus Bank specifying such removal and the date when it shall become effective. 22.4 20.4 Any resignation under subclause 22.2 20.2 or removal under subclauses 22.3 subclause 20.3 or 22.5 20.5 shall only take effect upon (i) the appointment execution by the Issuer Piraeus PLC, Piraeus Bank and the Guarantor as hereinafter provided, of a successor Agent of an agreement whereby such successor assumes the role of Agent and (ii) (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under clause 24subclause 22. The Issuer Piraeus PLC and the Guarantor Piraeus Bank agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.220.2, the Issuer Piraeus PLC and the Guarantor Piraeus Bank have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer Piraeus PLC and the Guarantor Piraeus Bank, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer Piraeus PLC and Piraeus Bank shall approve (such approval not to be unreasonably withheld or delayed)) and both Piraeus PLC and Piraeus Bank shall enter into an agreement with such successor whereby it assumes the role of Agent. 22.5 20.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 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 Piraeus PLC and the Guarantor Piraeus Bank 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 Clause 22 the Agent so superseded shall cease to be the Agent hereunder. 20.6 Subject to subclause 20.1, Piraeus PLC and Piraeus Bank may terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). 20.7 Subject to subclause 20.1, all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving Piraeus PLC and Piraeus Bank and the Agent at least 45 days' written notice to that effect. 20.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the records referred to in subclauses 11.4 and 12.7 to the successor Agent hereunder; and (b) shall be entitled to the payment by Piraeus PLC and Piraeus Bank of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 15 up to the date of such resignation or removal becoming effective. 20.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder. 20.10 In case a Piraeus Bank Noteholders Agency Agreement is entered into in the circumstances contemplated in Condition 22, such agreement will contain provisions regarding, among other things, the removal of the Piraeus Bank Noteholders Agent by the Piraeus Bank Noteholders, the resignation of the Piraeus Bank Noteholders Agent, the appointment of a successor or new Piraeus Bank Noteholders Agent and the particular duties, rights and liabilities of the Piraeus Bank Noteholders Agent.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 20.1 Each of the Issuer and the Guarantor Obligors 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 Agent and have been returned to the Issuer orIssuers or the Guarantors, as the case may be, the Guarantor as provided hereinin this Agreement: (a) there will at all times be an Agent; (b) so long as any the Notes are listed on any Stock Exchangestock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or other relevant authority; (b) there will at all times be a Paying Agent with a specified office outside Norway; and (c) there will at all times be an Agent. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having in a specified office Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in New York City in the circumstances described in the second paragraph of Condition 4(d)order to conform to, such Directive. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 below20.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 1216. 22.2 20.2 The Agent may (subject as provided in subclause 22.4 below20.4) at any time resign as Agent by giving at least 90 days' ’ written notice to the Issuer and the Guarantor of such intention on its part, Obligors specifying the date on which its desired resignation shall become effectiveeffective which date shall at least be 10 days before or after any due date for payment in respect of any Notes of any Series in respect of which such Agent is acting. 22.3 20.3 The Agent may (subject as provided in subclause 22.4 below20.4 and with the prior written approval of the Trustee, save in the case where the Agent fails to become or ceases to be a Participating FFI in which case the prior approval of the Trustee shall not be required) be removed at any time by the Issuer and the Guarantor Obligors on at least 30 45 days' ’ notice by the filing with it of an instrument in writing signed on behalf of from the Issuer and the Guarantor Obligors specifying such removal and the date when it the removal shall become effective. 22.4 20.4 Any resignation under subclause 22.2 20.2 or removal of the Agent under subclauses 22.3 20.3 or 22.5 20.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, Obligors of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under clause 2422. The Issuer and Each of the Guarantor agree Obligors agrees with the Agent that if, by the day falling ten 10 days before the expiry of any notice under subclause 22.220.2, the Issuer and the Guarantor Obligors have not appointed a successor Agent, Agent then the Agent shall be entitled, on behalf of the Issuer and the Guarantor Obligors, to appoint in its place as a successor Agent in its place a reputable financial institution of good standing which the Issuer Obligors shall approve (such approval not to be unreasonably withheld or delayed)approve. 22.5 20.5 In case at any time the any Paying Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof 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, Paying Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantor by an instrument in writing filed with the successor AgentObligors. Upon the appointment as aforesaid of a successor Paying Agent and acceptance by the latter it of such its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 22, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement. 20.6 Subject to subclause 20.1, the Obligors may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Agent hereunderand to the relevant other Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency). 20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Agent) may resign their respective appointments under this Agreement at any time by giving the Obligors and the Agent at least 90 days’ written notice to that effect which notice shall not expire less than 10 days before or after the due date for any payment in respect of any Notes. 20.8 Upon its resignation or removal becoming effective, a Paying Agent shall: (a) in the case of the 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 Issuers or, failing the Issuers, the Guarantors 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. 20.9 Upon its appointment becoming effective, a successor or new Paying Agent and/or 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, a Paying Agent with the same effect as if originally named as a Paying Agent under this Agreement.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the 21.1 The Issuer and the Guarantor 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 Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein: (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 Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authorityExchange; (b) there will at all times be a Paying Agent (which may be the Agent) with a specified office outside Norwayin a principal financial centre in continental Europe; and (c) there will at all times be an Agent. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d5(b). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 below)Clause 21.5, when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 12the Conditions. 22.2 21.2 The Agent may (subject as provided in subclause 22.4 belowClause 21.4) at any time resign as Agent by giving at least 90 days' ’ written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 21.3 The Agent may (subject as provided in subclause 22.4 belowClause 21.4) be removed at any time by the Issuer and the Guarantor on at least 30 45 days' ’ notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor specifying such removal and the date when it shall become effective. 22.4 21.4 Any resignation under subclause 22.2 Clause 21.2 or removal under subclauses 22.3 Clause 21.3 or 22.5 21.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under clause 24Clause 23. The Issuer and the Guarantor agree agrees with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.2Clause 21.2, the Issuer and the Guarantor have has not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer and the Guarantor 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). 22.5 21.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 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 and the Guarantor 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 Clause 23 the Agent so superseded shall cease to be the Agent hereunder. 21.6 Subject to Clause 21.1, the Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). 21.7 Subject to Clause 21.1, all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving the Issuer and the Agent at least 45 days’ written notice to that effect. 21.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall, in the case of the Agent, forthwith transfer all moneys held by it hereunder and the records referred to in Clauses 12.3 and 13.7 to the successor Agent hereunder; and (b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 16. 21.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the 21.1 The Issuer and the Guarantor 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 Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein: (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 Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authorityExchange; (b) there will at all times be a Paying Agent with a specified office outside Norwayan Agent; and (c) and in the case of Subordinated Notes, there will at all times be an a Calculation Agent. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4 of the second paragraph Senior Notes and Condition 7.4 of Condition 4(d)the Subordinated Notes, as applicable. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 21.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Trustee and to the Noteholders in accordance with Condition 12the relevant Conditions. 22.2 The 21.2 Any Paying Agent may (subject as provided in subclause 22.4 21.4 below) at any time resign as Paying Agent by giving at least 90 days' written notice to the Issuer and Issuer, the Guarantor Trustee and, if applicable, the Agent of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 The 21.3 Any Paying Agent may (subject as provided in subclause 22.4 21.4 below) be removed at any time by the Issuer and the Guarantor on at least 30 90 days' notice to the Trustee and, if applicable, the Agent by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor specifying such removal and the date when it shall become effective. 22.4 21.4 Any resignation under subclause 22.2 21.2 or removal under subclauses 22.3 21.3 or 22.5 21.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, of a successor Paying Agent approved by the Trustee and (other than in cases of insolvency of the a Paying Agent) on the expiry of the notice to be given under clause 24Clause 23. The Issuer and the Guarantor agree agrees with the Agent and the Trustee that if, by the day falling ten days before the expiry of any notice under subclause 22.221.2, the Issuer and the Guarantor have has not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer and the Guarantor Issuer, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed). 22.5 21.5 In case at any time the any Paying Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation, a successor Paying Agent, which shall be a reputable financial institution of good standing approved by the Trustee, may be appointed by the Issuer and the Guarantor by an instrument in writing filed with the successor Paying Agent. Upon the appointment as aforesaid of a successor Paying Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 Xxxxxx 23 the Paying Agent so superseded shall cease to be the a Paying Agent hereunder. 21.6 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the records referred to in clauses 12.4 and 13.7 to the successor Agent hereunder; and (b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 15. 21.7 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 ‌ (1) Each of the Issuer and the Guarantor 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 Agent and have been returned to the Issuer orrelevant Issuer, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (Agent, and a Transfer Agent, which may be the Agent) Registrar, 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;authority or authorities); and (b) there will at all times be an Agent and a Paying Agent with a specified office outside Norway; and (c) there will at all times be an AgentRegistrar. In addition, each Issuer shall, with the Issuer and prior written approval of the Guarantor shall forthwith Trustee, appoint a Paying Agent having a specified office in New York City in the circumstances described in the second paragraph of Condition 4(d5(e). Any variation, termination, appointment or change shall only take effect effect, with the prior written approval of the Trustee, (other than in the case of insolvency (as provided in subclause 22.5 below(5)), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 12the Conditions. 22.2 The (2) Each of the Agent and the Registrar may (subject as provided in subclause 22.4 below(4)) at any time resign as Agent by giving at least 90 days' ’ written notice to the Issuer Issuers and the Guarantor Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 The (3) Each of the Agent and the Registrar may (subject as provided in subclause 22.4 below(4)) be removed at any time by the Issuer and Issuers, with the Guarantor prior written approval of the Trustee, on at least 30 45 days' ’ notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor Issuers specifying such removal and the date when it shall become effective. 22.4 (4) Any resignation under subclause 22.2 (2) or removal under subclauses 22.3 subclause (3) or 22.5 (5) shall only take effect upon the appointment by the Issuer and the Guarantor Issuers, as hereinafter provided, of a successor Agent or Registrar, as the case may be, approved by the Trustee and (other than in cases of insolvency of the AgentAgent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 24Clause 25. The Issuer and the Guarantor Issuers agree with the Agent or the Registrar, as the case may be that if, by the day falling ten days before the expiry of any notice under subclause 22.2(2), the Issuer and the Guarantor Issuers have not appointed a successor AgentAgent or Registrar, as the case may be, then the Agent or Registrar, as the case may be shall be entitled, on behalf of the Issuer and the Guarantor Issuers, to appoint as a successor Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve. 22.5 (5) In case at any time the 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 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 approved by the Trustee may be appointed by the Issuer and Issuers with the Guarantor prior written consent of the Trustee 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 Xxxxxx 25 the Agent so superseded shall cease to be the Agent hereunder. (6) Subject to subclause (1), the Issuers may, after prior consultation with the Agent and with the prior written consent of the Trustee, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). (7) Subject to subclause (1), all or any of the Paying Agents (other than the Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the Issuers, the Trustee and the Agent at least 45 days’ written notice to that effect. (8) Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall, in the case of the Agent and the Registrar, forthwith transfer all moneys held by it hereunder and the records referred to in Clauses 14(4) and 15(7) to the successor Agent xxxxxxxxx; and (b) shall be entitled to the payment by the relevant Issuer of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 18. (9) Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder. (10) Notwithstanding any other provision in this Agreement, if an Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with the next scheduled payment and such FATCA Withholding would not have arisen but for a Programme Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuers will be entitled to terminate the appointment of such Programme Agent with immediate effect and such termination will be effective from any such time specified in writing to such Programme Agent.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 ‌ (1) Each of the Issuer and the Guarantor 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 Agent and have been returned to the Issuer orrelevant Issuer, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (Agent, and a Transfer Agent, which may be the Agent) Registrar, 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;authority or authorities); and (b) there will at all times be an Agent and a Paying Agent with a specified office outside Norway; and (c) there will at all times be an AgentRegistrar. In addition, each Issuer shall, with the Issuer and prior written approval of the Guarantor shall forthwith Trustee, appoint a Paying Agent having a specified office in New York City in the circumstances described in the second paragraph of Condition 4(d5(e). Any variation, termination, appointment or change shall only take effect effect, with the prior written approval of the Trustee, (other than in the case of insolvency (as provided in subclause 22.5 below(5)), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 12the Conditions. 22.2 The (2) Each of the Agent and the Registrar may (subject as provided in subclause 22.4 below(4)) at any time resign as Agent by giving at least 90 days' ’ written notice to the Issuer Issuers and the Guarantor Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 The (3) Each of the Agent and the Registrar may (subject as provided in subclause 22.4 below(4)) be removed at any time by the Issuer and Issuers, with the Guarantor prior written approval of the Trustee, on at least 30 45 days' ’ notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor Issuers specifying such removal and the date when it shall become effective. 22.4 (4) Any resignation under subclause 22.2 (2) or removal under subclauses 22.3 subclause (3) or 22.5 (5) shall only take effect upon the appointment by the Issuer and the Guarantor Issuers, as hereinafter provided, of a successor Agent or Registrar, as the case may be, approved by the Trustee and (other than in cases of insolvency of the AgentAgent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 24Clause 25. The Issuer and the Guarantor Issuers agree with the Agent or the Registrar, as the case may be that if, by the day falling ten days before the expiry of any notice under subclause 22.2(2), the Issuer and the Guarantor Issuers have not appointed a successor AgentAgent or Registrar, as the case may be, then the Agent or Registrar, as the case may be shall be entitled, on behalf of the Issuer and the Guarantor Issuers, to appoint as a successor Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve. 22.5 (5) In case at any time the 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 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 approved by the Trustee may be appointed by the Issuer and Issuers with the Guarantor prior written consent of the Trustee 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 Clause 25 the Agent so superseded shall cease to be the Agent hereunder. (6) Subject to subclause (1), the Issuers may, after prior consultation with the Agent and with the prior written consent of the Trustee, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). (7) Subject to subclause (1), all or any of the Paying Agents (other than the Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the Issuers, the Trustee and the Agent at least 45 days’ written notice to that effect. (8) Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall, in the case of the Agent and the Registrar, forthwith transfer all moneys held by it hereunder and the records referred to in Clauses 14(4) and 15(7) to the successor Agent hereunder; and (b) shall be entitled to the payment by the relevant Issuer of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 18. (9) Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder. (10) Notwithstanding any other provision in this Agreement, if an Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with the next scheduled payment and such FATCA Withholding would not have arisen but for a Programme Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuers will be entitled to terminate the appointment of such Programme Agent with immediate effect and such termination will be effective from any such time specified in writing to such Programme Agent.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the 21.1 The Issuer and the Guarantor 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 Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed on any Stock Exchangestock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) outside Sweden with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or other relevant authority, as applicable; (b) there will at all times be a Paying Agent (which may be the Agent) outside Sweden with a specified office outside Norwayin a city in continental Europe; and (c) there will at all times be an AgentAgent outside Sweden. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d6(b). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 21.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1214. 22.2 21.2 The Agent may (subject as provided in subclause 22.4 21.4 below) at any time resign as Agent by giving at least 90 days' written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 21.3 The Agent may (subject as provided in subclause 22.4 21.4 below) be removed at any time by the Issuer and the Guarantor on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor specifying such removal and the date when it shall become effective. 22.4 21.4 Any resignation under subclause 22.2 21.2 or removal under subclauses 22.3 21.3 or 22.5 21.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, provided of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under clause 2423. The Issuer and the Guarantor agree agrees with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.221.2, the Issuer and the Guarantor have has not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer and the Guarantor 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). 22.5 21.5 In case at any time the Agent (a) resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 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 liquidationliquidation or (b) fails duly to perform any function or duty imposed upon it by the Conditions and this Agreement, a successor Agent, which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantor 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 23 the Agent so superseded shall cease to be the Agent hereunder. 21.6 Subject to subclause 21.1, the Issuer may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). 21.7 Subject to subclause 21.1, all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving the Issuer and the Agent at least 45 days' written notice to that effect. 21.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the records referred to in subclauses 12.4 and 13.7 to the successor Agent xxxxxxxxx; and (b) shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of clause 16. 21.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the 21.1 The Issuer and the Guarantor agrees Parent 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 Agent and have been returned to the Issuer orParent or the Issuer, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed or admitted to trading on any Stock ExchangeExchange or other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authority; (b) there will at all times be a Paying Agent (which may be the Agent) with a specified office outside Norway; andin a city approved by the Trustee in continental Europe; (c) there will at all times be an Agent; and (d) there will at all times be Paying Agent with a specified office in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, the Issuer and the Guarantor Parent shall forthwith appoint a Paying Agent (such appointment having been approved in writing by the Trustee) having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d6(b). Any variation, termination, appointment or change shall only take effect effect, with the prior written approval of the Trustee, and (other than in the case of insolvency (as provided in subclause 22.5 below)21.5) or where the relevant Paying Agent is an FFI and fails to become or ceases to be a Participating FFI for the purposes of the Code, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 12the Conditions. 22.2 21.2 The Agent may (subject as provided in subclause 22.4 below21.4) at any time resign as Agent by giving at least 90 days' written notice to the Parent, the Issuer and the Guarantor Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 21.3 The Agent may (subject as provided in subclause 22.4 below21.4) be removed at any time by the Issuer Parent and the Guarantor Issuer with the prior written approval of the Trustee, on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Parent and the Issuer and the Guarantor specifying such removal and the date when it shall become effectiveeffective (save where the Agent is an FFI and fails to become or ceases to be a Participating FFI for the purposes of the Code in which event any such removal shall (subject as provided in subclause 21.4 below) be of immediate effect). 22.4 21.4 Any resignation under subclause 22.2 21.2 or removal under subclauses 22.3 or 22.5 subclause 21.3 shall only take effect upon the appointment by the Issuer Parent and the Guarantor Issuer as hereinafter provided, provided of a successor Agent approved by the Trustee and (other than in cases of insolvency of the AgentAgent or where the Agent is an FFI and fails to become or ceases to be a Participating FFI for the purposes of the Code) on the expiry of the notice to be given under clause 24Clause 23. The Issuer Parent and the Guarantor Issuer agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.221.2, the Issuer Parent and the Guarantor Issuer have not appointed a successor AgentAgent approved by the Trustee, then the Agent shall be entitled, on behalf of the Issuer Parent and the Guarantor Issuer to appoint as a successor Agent outside the United States in its place a reputable financial institution of good standing which the Parent, the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve. 22.5 21.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting, action or is adjudged a 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 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 approved by the Trustee may be appointed by the Issuer Parent and the Guarantor Issuer with the prior written consent of the Trustee 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 the Agent or where the Agent is an FFI and fails to 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 24 Clause 23 the Agent so superseded shall cease to be the Agent hereunder. 21.6 Subject to subclause 21.1, the Parent and the Issuer may, after prior consultation with the Agent and with the prior written consent of the Trustee, terminate the appointment of any of the other Paying Agent(s) at any time and/or appoint one or more further other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent or where the relevant Paying Agent is an FFI and does not become or ceases to be a Participating FFI, when it shall be of immediate effect). 21.7 Subject to subclause 21.1, all or any of the Paying Agent(s) may resign their respective appointments hereunder at any time by giving the Parent, the Issuer, the Trustee and the Agent at least 45 days' written notice to that effect. 21.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall, in the case of the Agent, forthwith transfer all moneys held by it hereunder and the records referred to in Clauses 12.4 and 13.7 to the successor Agent xxxxxxxxx; and (b) shall be entitled to the payment of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 16. 21.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 (1) Each of the Issuer and the Guarantor 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 Agent and have been returned to the Issuer orrelevant Issuer, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (Agent, and a Transfer Agent, which may be the Agent) Registrar, 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;authority or authorities); and (b) there will at all times be an Agent and a Paying Agent with a specified office outside Norway; and (c) there will at all times be an AgentRegistrar. In addition, each Issuer shall, with the Issuer and prior written approval of the Guarantor shall forthwith Trustee, appoint a Paying Agent having a specified office in New York City in the circumstances described in the second paragraph of Condition 4(d5(e). Any variation, termination, appointment or change shall only take effect effect, with the prior written approval of the Trustee, (other than in the case of insolvency (as provided in subclause 22.5 below(5)), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 12the Conditions. 22.2 The (2) Each of the Agent and the Registrar may (subject as provided in subclause 22.4 below(4)) at any time resign as Agent by giving at least 90 days' ’ written notice to the Issuer Issuers and the Guarantor Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 The (3) Each of the Agent and the Registrar may (subject as provided in subclause 22.4 below(4)) be removed at any time by the Issuer and Issuers, with the Guarantor prior written approval of the Trustee, on at least 30 45 days' ’ notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor Issuers specifying such removal and the date when it shall become effective. 22.4 (4) Any resignation under subclause 22.2 (2) or removal under subclauses 22.3 subclause (3) or 22.5 (5) shall only take effect upon the appointment by the Issuer and the Guarantor Issuers, as hereinafter provided, of a successor Agent or Registrar, as the case may be, approved by the Trustee and (other than in cases of insolvency of the AgentAgent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 24Clause 25. The Issuer and the Guarantor Issuers agree with the Agent or the Registrar, as the case may be that if, by the day falling ten days before the expiry of any notice under subclause 22.2(2), the Issuer and the Guarantor Issuers have not appointed a successor AgentAgent or Registrar, as the case may be, then the Agent or Registrar, as the case may be shall be entitled, on behalf of the Issuer and the Guarantor Issuers, to appoint as a successor Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve. 22.5 (5) In case at any time the 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 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 approved by the Trustee may be appointed by the Issuer and Issuers with the Guarantor prior written consent of the Trustee 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 Xxxxxx 25 the Agent so superseded shall cease to be the Agent hereunder. (6) Subject to subclause (1), the Issuers may, after prior consultation with the Agent and with the prior written consent of the Trustee, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). (7) Subject to subclause (1), all or any of the Paying Agents (other than the Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the Issuers, the Trustee and the Agent at least 45 days’ written notice to that effect. (8) Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall, in the case of the Agent and the Registrar, forthwith transfer all moneys held by it hereunder and the records referred to in Clauses 14(4) and 15(7) to the successor Agent xxxxxxxxx; and (b) shall be entitled to the payment by the relevant Issuer of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 18. (9) Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder. (10) Notwithstanding any other provision in this Agreement, if an Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with the next scheduled payment and such FATCA Withholding would not have arisen but for a Programme Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuers will be entitled to terminate the appointment of such Programme Agent with immediate effect and such termination will be effective from any such time specified in writing to such Programme Agent.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 (1) Each of the Issuer and the Guarantor agrees 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 Agent and have been returned to the relevant Issuer oror the Guarantor, as the case may be, the Guarantor as provided herein:herein (whichever is the later): (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant such Stock Exchange or other relevant authority;; and (b) there will at all times be a Paying Agent (which may be the Agent) with a its specified office in a country outside Norwaythe tax jurisdiction of the Issuer; and (c) there will at all times be an Agent; and (d) if the conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 are implemented, it will ensure that it maintains a Paying Agent in an EU member state that will not be obliged to withhold or deduct tax pursuant to the relevant Directive. In addition, the each Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d5(b). Any variation, termination, appointment or change in the Agent or Paying Agent shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 below)insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1214. 22.2 (2) The Agent may (subject as provided in subclause 22.4 sub-clause (4) below) at any time resign as Agent by giving at least 90 days' written notice to the Issuer Issuers and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 (3) The Agent may (subject as provided in subclause 22.4 sub-clause (4) below) be removed at any time by the Issuer Issuers and the Guarantor on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer Issuers and the Guarantor specifying such removal and the date when it shall become effective. 22.4 (4) Any resignation under subclause 22.2 sub-clause (2) or removal under subclauses 22.3 sub-clauses (3) or 22.5 (5) shall only take effect upon the appointment by the Issuer Issuers and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent, when such resignation or removal shall become effective immediately) on the expiry of the notice to be given under clause 2423. The Issuer Issuers and the Guarantor agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.2sub-clause (2), the Issuer Issuers and the Guarantor have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer Issuers and the Guarantor Guarantor, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed). 22.5 (5) In case at any time the Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 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 Issuers and the Guarantor 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 23 the Agent so superseded shall cease to be the Agent hereunder. (6) Subject to sub-clause (1), the Issuers and the Guarantor may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). (7) Subject to sub-clause (1), all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving the Issuers, the Guarantor and the Agent at least 45 days' written notice to that effect. (8) Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the records referred to in clauses 12(4) and 13 (7) to the successor Agent hereunder; and

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 (1) Each of the Issuer and the Guarantor agrees 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 Agent and have been returned to the relevant Issuer oror the Guarantor, as the case may be, the Guarantor as provided herein:herein (whichever is the later): (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 Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authority;Exchange; and (b) there will at all times be a Paying Agent (which may be the Agent) with a specified office outside Norwayin a city in continental Europe; and (c) there will at all times be an Agent. In addition, the each Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d5(b). Any variation, termination, appointment or change in the Agent or Paying Agent shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 below)insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1214. 22.2 (2) The Agent may (subject as provided in subclause 22.4 sub-clause (4) below) at any time resign as Agent by giving at least 90 days' written notice to the Issuer Issuers and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 (3) The Agent may (subject as provided in subclause 22.4 sub-clause (4) below) be removed at any time by the Issuer Issuers and the Guarantor on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer Issuers and the Guarantor specifying such removal and the date when it shall become effective. 22.4 (4) Any resignation under subclause 22.2 sub-clause (2) or removal under subclauses 22.3 sub-clauses (3) or 22.5 (5) shall only take effect upon the appointment by the Issuer Issuers and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent, when such resignation or removal shall become effective immediately) on the expiry of the notice to be given under clause 2423. The Issuer Issuers and the Guarantor agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.2sub-clause (2), the Issuer Issuers and the Guarantor have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer Issuers and the Guarantor Guarantor, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed). 22.5 (5) In case at any time the Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 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 Issuers and the Guarantor 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 23 the Agent so superseded shall cease to be the Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the Issuer and the Guarantor agrees that, for so long as any relevant Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding relevant Notes have been made available to the Agent and have been returned to the such Issuer or, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed on any Stock Exchangestock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authoritystock exchange; (b) there will at all times be a Paying Agent with a specified office outside Norwayin a city in continental Europe other than a city in the Hellenic Republic; and (c) there will at all times be an Agent. In addition, the each Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d5(c). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause Clause 22.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1213. 22.2 The Agent may (subject as provided in subclause Clause 22.4 below) at any time resign as Agent by giving at least 90 45 days' written notice to the Issuer Alpha Holdings and the Guarantor Alpha Bank of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 The Agent may (subject as provided in subclause 22.4 below) be removed at any time by the Issuer Alpha Holdings and the Guarantor Alpha Bank on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer Alpha Holdings and the Guarantor Alpha Bank specifying such removal and the date when it shall become effectiveeffective (other than in the case of insolvency of the Agent in which case such notice shall be of immediate effect). 22.4 Any resignation under subclause Xxxxxx 22.2 or removal under subclauses Clauses 22.3 or 22.5 shall only take effect upon the appointment by the Issuer Alpha Holdings and the Guarantor as hereinafter provided, Alpha Bank of a successor Agent and (other than in cases the case of insolvency of the Agent) on the expiry of the notice to be given under clause Clause 24. The Issuer Alpha Holdings and the Guarantor Alpha Bank agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause Clause 22.2, the Issuer Alpha Holdings and the Guarantor Alpha Bank have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer Alpha Holdings and the Guarantor Alpha Bank, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer Alpha Holdings and Alpha Bank shall approve (such approval not to be unreasonably withheld or delayed). 22.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 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 standing, may be appointed by the Issuer Alpha Holdings and the Guarantor Alpha Bank 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause Xxxxxx 24 the Agent so superseded shall cease to be the Agent hereunder. 22.6 Subject to Clause 22.1, Alpha Holdings and Alpha Bank may terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent). 22.7 Subject to Clause 22.1, all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving Alpha Holdings and Alpha Bank and the Agent at least 45 days' written notice to that effect. 22.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the records referred to in Clauses 13.5 and 14.7 to the successor Agent hereunder; and (b) shall be entitled to the payment by Alpha Holdings and Alpha Bank of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 17. 22.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder. 22.10 Notwithstanding any other provision in this Agreement, if Alpha Holdings or Alpha Bank 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 Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, Alpha Holdings or Alpha Bank will be entitled to terminate the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 Each of the 21.1 The Issuer and the Guarantor agrees Parent 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 Agent and have been returned to the Issuer orParent or the Issuer, as the case may be, the Guarantor as provided herein: (a) so long as any Notes are listed or admitted to trading on any Stock ExchangeExchange or other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or other relevant authority; (b) there will at all times be a Paying Agent (which may be the Agent) with a specified office outside Norway; andin a city approved by the Trustee in continental Europe; (c) there will at all times be an Agent; and (d) there will at all times be Paying Agent with a specified office in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. In addition, the Issuer and the Guarantor Parent shall forthwith appoint a Paying Agent (such appointment having been approved in writing by the Trustee) having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d6(b). Any variation, termination, appointment or change shall only take effect effect, with the prior written approval of the Trustee, and (other than in the case of insolvency (as provided in subclause 22.5 below)21.5) or where the relevant Paying Agent is an FFI and fails to become or ceases to be a Participating FFI for the purposes of the Code, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 12the Conditions. 22.2 21.2 The Agent may (subject as provided in subclause 22.4 below21.4) at any time resign as Agent by giving at least 90 days' written notice to the Parent, the Issuer and the Guarantor Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 21.3 The Agent may (subject as provided in subclause 22.4 below21.4) be removed at any time by the Issuer Parent and the Guarantor Issuer with the prior written approval of the Trustee, on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Parent and the Issuer and the Guarantor specifying such removal and the date when it shall become effectiveeffective (save where the Agent is an FFI and fails to become or ceases to be a Participating FFI for the purposes of the Code in which event any such removal shall (subject as provided in subclause 21.4 below) be of immediate effect). 22.4 21.4 Any resignation under subclause 22.2 21.2 or removal under subclauses 22.3 or 22.5 subclause 21.3 shall only take effect upon the appointment by the Issuer Parent and the Guarantor Issuer as hereinafter provided, provided of a successor Agent approved by the Trustee and (other than in cases of insolvency of the AgentAgent or where the Agent is an FFI and fails to become or ceases to be a Participating FFI for the purposes of the Code) on the expiry of the notice to be given under clause 24Clause 23. The Issuer Parent and the Guarantor Issuer agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.221.2, the Issuer Parent and the Guarantor Issuer have not appointed a successor AgentAgent approved by the Trustee, then the Agent shall be entitled, on behalf of the Issuer Parent and the Guarantor Issuer to appoint as a successor Agent outside the United States in its place a reputable financial institution of good standing which the Parent, the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld or delayed)approve. 22.5 21.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting, action or is adjudged a 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 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 approved by the Trustee may be appointed by the Issuer Parent and the Guarantor Issuer with the prior written consent of the Trustee 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 the Agent or where the Agent is an FFI and fails to 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 24 Clause 23 the Agent so superseded shall cease to be the Agent hereunder. 21.6 Subject to subclause 21.1, the Parent and the Issuer may, after prior consultation with the Agent and with the prior written consent of the Trustee, terminate the appointment of any of the other Paying Agent(s) at any time and/or appoint one or more further other Paying Agents by giving to the Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent or where the relevant Paying Agent is an FFI and does not become or ceases to be a Participating FFI, when it shall be of immediate effect). 21.7 Subject to subclause 21.1, all or any of the Paying Agent(s) may resign their respective appointments hereunder at any time by giving the Parent, the Issuer, the Trustee and the Agent at least 45 days' written notice to that effect. 21.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent: (a) shall, in the case of the Agent, forthwith transfer all moneys held by it hereunder and the records referred to in Clauses 12.4 and 13.7 to the successor Agent hereunder; and (b) shall be entitled to the payment of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of Clause 16. 21.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder.

CHANGES IN AGENT AND OTHER PAYING AGENTS. 22.1 (1) Each of the Issuer and the Guarantor agrees 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 Agent and have been returned to the relevant Issuer oror the Guarantor, as the case may be, the Guarantor as provided herein:herein (whichever is the later): (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant such Stock Exchange or other relevant authority;; and (b) there will at all times be a Paying Agent (which may be the Agent) with a its specified office in a country outside Norwaythe tax jurisdiction of the Issuer; and (c) there will at all times be an Agent. In addition, the each Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the second final paragraph of Condition 4(d5(b). Any variation, termination, appointment or change in the Agent or Paying Agent shall only take effect (other than in the case of insolvency (as provided in subclause 22.5 below)insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1214. 22.2 (2) The Agent may (subject as provided in subclause 22.4 sub-clause (4) below) at any time resign as Agent by giving at least 90 days' written notice to the Issuer Issuers and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective. 22.3 (3) The Agent may (subject as provided in subclause 22.4 sub-clause (4) below) be removed at any time by the Issuer Issuers and the Guarantor on at least 30 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer Issuers and the Guarantor specifying such removal and the date when it shall become effective. 22.4 (4) Any resignation under subclause 22.2 sub-clause (2) or removal under subclauses 22.3 sub-clauses (3) or 22.5 (5) shall only take effect upon the appointment by the Issuer Issuers and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent, when such resignation or removal shall become effective immediately) on the expiry of the notice to be given under clause 2423. The Issuer Issuers and the Guarantor agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 22.2sub-clause (2), the Issuer Issuers and the Guarantor have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer Issuers and the Guarantor Guarantor, to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approve (such approval not to be unreasonably withheld or delayed). 22.5 (5) In case at any time the Agent resigns, or is removed, or becomes incapable of acting, acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or 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 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 Issuers and the Guarantor 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 the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 24 23 the Agent so superseded shall cease to be the Agent hereunder.