Common use of Changes in Agents Clause in Contracts

Changes in Agents. 25.1 Each of the Issuers 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 Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 27.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreementherein: (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to trading by any other relevant authority, there will at all times be a Paying AgentAgent and, which may be if the Principal Paying Agent (Notes are in the case of Bearer Notes)registered form, a Registrar and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively; (c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City; and (d) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporatedAgent. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6.56(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.527.5), 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 14the Conditions. 25.2 27.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.427.4) at any time resign as such by giving at least 45 60 days' written notice to the Issuers, the Guarantor Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 25.3 27.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.427.4) be removed at any time by the Issuers and the Guarantor Issuer with the prior written approval of the Trustee on at least 45 60 days' notice by the filing with it of an instrument in writing from signed on behalf of the Issuers Issuer specifying such removal and the Guarantor specifying the date when the removal it shall become effective. 25.4 27.4 Any resignation under subclause 25.2 27.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 subclause 27.3 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer as hereinafter provided of a successor Principal Paying Agent or Registrar, as the case may be, Registrar approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases the case of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.clause

Changes in Agents. 25.1 Each 15.1 Any Paying Agent, Transfer Agent or Registrar may resign its appointment as the agent of the Issuers and the Guarantor agrees thatIssuer, without liability for so long as any Note is outstandingdoing so, or until moneys for the payment of all amounts unless otherwise provided in respect of all outstanding Notes have been made available this Agreement, in relation to the Principal Covered Bonds upon the expiration of not less than thirty days' notice to that effect by such Paying Agent, Transfer Agent and have been returned to the Issuers or the Guarantoror, as the case may be, as the Registrar to the Issuer (with a copy, if necessary, to the Fiscal Agent) provided in this Agreementthat: (a) any such notice which would otherwise expire within thirty days before or after the maturity date of any Series of Covered Bonds or any interest payment date in relation to any Series of Covered Bonds shall be deemed, in relation to such Series only, to expire on the thirtieth day following such date; and (b) in the case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom or, so long as any Notes Covered Bonds are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign by giving at least 45 days' written notice to the Issuersstock exchange, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 with its specified office in London and/or in such other place as may be required by any stock exchange, such resignation shall only take effect upon not be effective until a successor thereto as the appointment agent of the Issuer in relation to the Covered Bonds has been appointed by the Issuers Issuer or in accordance with Clause 15.6 and notice of such appointment has been given in accordance with Condition 12 (Notices). 15.2 The Issuer may revoke its appointment of any Paying Agent, Registrar or the Guarantor of a successor Principal Transfer Agent as its agent in relation to the Covered Bonds by not less than thirty days' notice to that effect to such Paying Agent, Transfer Agent or Registraror, as the case may be, approved such Registrar provided that, in writing the case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom or so long as any Covered Bonds are listed on any stock exchange, the Paying Agent or Registrar with its specified office in London and/or in such other place as may be required by the Trustee (which approval such other stock exchange, such revocation shall not be unreasonably withheld) and (other than in cases of insolvency effective until a successor thereto as the agent of the Principal Issuer in relation to the Covered Bonds has been appointed by the Issuer and notice of such appointment has been given in accordance with Condition 12 (Notices). 15.3 The Issuer may revoke its appointment of any Paying Agent Agent, Registrar or the RegistrarTransfer Agent as its agent hereunder and/or in relation to any Series of Covered Bonds if such Paying Agent, Registrar or Transfer Agent is an FFI and does not become, or ceases to be, a Participating FFI. 15.4 The appointment of any Paying Agent, Registrar or Transfer Agent as the case may be) on the expiry agent of the notice Issuer in relation to be given under clause 27. Each the Covered Bonds shall terminate forthwith if any of the Issuers and the Guarantor agrees with the Principal following events or circumstances shall occur or arise, namely: such Paying Agent, Transfer Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registraror, as the case may be, approved in writing by the TrusteeRegistrar becomes incapable of acting; such Paying Agent, then the Principal Paying Transfer Agent or Registraror, as the case may be, shall be entitledRegistrar is adjudged bankrupt or insolvent; such Paying Agent, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Transfer Agent or Registraror, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administratora receiver, liquidator or administrative administrator or other receiver similar official of all or a any substantial part of its property, property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent, Transfer Agent or, as the case may be, Registrar; a receiver, administrator or other similar official of such Paying Agent, Transfer Agent or, as the case may be, Registrar or of all or any substantial part of its debts, or if any property is appointed; an order of any court is entered approving any petition filed by or against it such Paying Agent, Transfer Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law 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 such Paying Agent, Transfer Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 15.5 The Issuer may appoint substitute or additional agents in relation to the Covered Bonds and shall forthwith notify the other parties hereto thereof, a successor Agent which whereupon the parties hereto and such substitute or additional agents shall be a reputable financial institution thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of 15.6 If any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Transfer Agent at least 45 days' written or Registrar gives notice to that effect. 25.8 Upon of its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with Clause 15.1 and by the terms tenth day before the expiration of clause 19. 25.9 Upon its appointment becoming effective, such notice a successor or new to such Paying Agent, Transfer Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Registrar as the agent of the Issuer in relation to the Covered Bonds has not been appointed by the Issuer, such Paying Agent, Transfer Agent or, as the case may be, Registrar may itself, following such consultation with the Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 12 (Notices), whereupon the parties hereto and such successor agent shall thereafter have the same effect rights and obligations among them as if originally named as would have been the case had they then entered into an Agent under agreement in the form mutatis mutandis of this Agreement. 15.7 Upon any resignation or revocation becoming effective under this Clause 15 (Changes in Agents), the relevant Paying Agent, the Transfer Agent or, as the case may be, Registrar shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clauses 13.3, 14 (Terms of Appointment) and this Clause 15 (Changes in Agents)); (b) repay to the Issuer such part of any fee paid to it in accordance with Clause 13.1 as shall relate to any period thereafter; (c) in the case of the Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, of the records maintained by it in accordance with Clause 10 (Duties of the Transfer Agent); (d) in the case of a Registrar, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Clause 11 (Miscellaneous Duties of the Fiscal Agent and the Paying Agents); and (e) in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Fiscal Agent, the records maintained by it in accordance with Clause 11 (Miscellaneous Duties of the Fiscal Agent and the Paying Agents); and (f) forthwith (upon payment to it of any amount due to it in accordance with Clause 12 (Miscellaneous Duties of the Registrar) or Clause 14.4) transfer all moneys and papers (including any unissued Temporary Global Covered Bonds, Permanent Global Covered Bonds, Definitive Bearer Covered Bonds, Coupons or, as the case may be, Registered Covered Bonds held by it hereunder) to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. 15.8 Any corporation into which any Paying Agent, Transfer Agent or Registrar may be merged or converted, any corporation with which any Paying Agent, Transfer Agent or Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, Transfer Agent or Registrar shall be a party, shall, to the extent permitted by applicable law, be the successor to such Paying Agent or, as the case may be, Transfer Agent or Registrar as agent of the Issuer in relation to the Covered Bonds without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the other parties hereto.

Changes in Agents. 25.1 Each of the Issuers 23.1 The Issuer and the Guarantor agrees may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Fiscal Agent at least 45 days' prior written notice to that effect, provided that, for so long as any Note of the Notes is outstanding: (a) in the case of a Paying Agent, or until moneys the notice shall not expire less than 45 days before any due date for the payment of all amounts interest; and (b) notice shall be given under Condition 13 (Notices) at least 30 days before the removal or appointment of an Agent. In addition, the Issuer and the Guarantor shall immediately appoint a Paying Agent having a specified office in respect New York City in the circumstances described in Condition 6.3 (General provisions applicable to payments). 23.2 The termination of all outstanding Notes have been made available the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 23.3 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Principal Issuer, the Guarantor and, where appropriate, the Fiscal Agent at least 90 days' prior written notice to that effect provided that, in the case of a Paying Agent Agent, so long as any of the Notes is outstanding and have been returned in definitive form, the notice shall not expire less than 45 days before any Interest Payment Date. Following receipt of a notice of resignation from a Paying Agent, the Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Issuers Noteholders under Condition 13 (Notices). If the Fiscal Agent resigns or is removed pursuant to subclause 24.1 or in accordance with this subclause 24.3, the Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a leading bank acting through its office in London). If the Issuer and the Guarantor fail to appoint a successor within such period, the Fiscal Agent shall be entitled, on behalf of the Issuer and the Guarantor, to appoint in its place as a successor Fiscal Agent a reputable financial institution of good standing which the case may beIssuer and the Guarantor shall approve. 23.4 Notwithstanding the provisions of subclauses 24.1, 24.2 and 24.3, so long as provided in this Agreementany of the Notes is outstanding, the termination of the appointment of an Agent (whether by the Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Fiscal Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 Each of 23.5 Any successor Agent shall execute and deliver to its predecessor, the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign by giving at least 45 days' written notice to the IssuersIssuer, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrarand, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2where appropriate, the Issuers and the Guarantor have not appointed a successor Principal Paying Fiscal Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld). Upon the appointment of a successor Agent and acceptance by it of instrument accepting its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further actionact, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its the predecessor or, as the case may be, an Agent with the same like effect as if originally named as an Agent. 23.6 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the relevant Agent), the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 23.7 If the Fiscal Agent or any of the other Agents shall change its specified office, it shall give to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new specified office. As soon as practicable thereafter and in any event at least 30 days before the change, the Fiscal Agent shall, at the request of the Issuer, give to the Noteholders on behalf of and at the expense of the Issuer (failing which, the Guarantor) notice of the change and the address of the new specified office under Condition 13 (Notices). 23.8 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Issuer, the Guarantor and, where appropriate, the Fiscal Agent.

Changes in Agents. 25.1 23.1 Each of the Issuers 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 Principal Paying Agent and have been returned to the Issuers Relevant Issuer or the Guarantor, as Guarantor (in the case may be, of Guaranteed Notes) as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the RegistrarPrincipal Paying Agent, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporatedan Exchange Agent. In addition, each of the Issuers Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.57(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1415. 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' written notice to the Issuers, Issuers and the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers Relevant Issuer and the Guarantor with the prior written approval (in respect of the Trustee itself only) on at least 45 days' notice in writing from the Issuers Issuer and the Guarantor (in the case of Guaranteed Notes) specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar by any Issuer and the Guarantor (in the case of Guaranteed Notes) under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Relevant Issuers and the Guarantor (in the case of Guaranteed Notes) agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 ten days before the expiry of any notice under subclause 25.223.2, the Issuers Relevant Issuer and the Guarantor have (in the case of Guaranteed Notes) has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers Relevant Issuer and the GuarantorGuarantor (in the case of Guaranteed Notes), to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, Relevant Issuer and the Guarantor and (in the Trustee case of Guaranteed Notes) shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers Relevant Issuer and the Guarantor with (in the prior written approval case of the Trustee (which approval shall not be unreasonably withheldGuaranteed Notes). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers Relevant Issuer and the Guarantor (in the case of Guaranteed Notes) may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the IssuersRelevant Issuer, the Guarantor, Guarantor (in the Trustee case of Guaranteed Notes) and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 Relevant Issuer (failing which the GuarantorGuarantor (in the case of Guaranteed Notes)) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each 17.1 Any Paying Agent, Transfer Agent or Registrar may resign its appointment as the agent of the Issuers and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts Issuer in respect of all outstanding Notes have been made available relation to the Principal Notes upon the expiration of not less than thirty days' notice to that effect by such Paying Agent, Transfer Agent and have been returned to the Issuers or the Guarantoror, as the case may be, as the Registrar to the Issuer (with a copy, if necessary, to the Fiscal Agent) provided in this Agreementthat: (a) any such notice which would otherwise expire within thirty days before or after the maturity date of any Series of Notes or any interest payment date in relation to any Series of Notes shall be deemed, in relation to such Series only, to expire on the thirtieth day following such date; and (b) in the case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom or, 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 Principal Paying Agent (in or the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, Registrar with a its specified office in the London and/or in such other place as may be required by any such stock exchange, such resignation shall not be effective until a successor thereto as the rules and regulations agent of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent Issuer in a jurisdiction within continental Europe, other than relation to the jurisdictions in which Notes has been appointed by the relevant Issuer or the Guarantor is incorporated. In addition, each in accordance with Clause 17.6 and notice of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, such appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have has been given to the Noteholders in accordance with Condition 14. 25.2 Each 17.2 The Issuer may revoke its appointment of any Paying Agent, Registrar or the Principal Paying Transfer Agent and the Registrar may (subject as provided its agent in subclause 25.4) at any time resign by giving at least 45 days' written notice relation to the Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time Notes by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 not less than thirty days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal to that effect to such Paying Agent, Transfer Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registraror, as the case may be, approved such Registrar provided that, in writing the case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom or, so long as any Notes are listed on any stock exchange, the Paying Agent or Registrar with its specified office in London and/or in such other place as may be required by the Trustee (which approval any such stock exchange, such revocation shall not be unreasonably withheld) and (other than in cases of insolvency effective until a successor thereto as the agent of the Principal Issuer in relation to the Notes has been appointed by the Issuer and notice of such appointment has been given in accordance with Condition 14. 17.3 The Issuer may revoke its appointment of any Paying Agent Agent, Registrar or the RegistrarTransfer Agent as its agent hereunder and/or in relation to any Series of Notes if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. 17.4 The appointment of any Paying Agent, Registrar or Transfer Agent as the case may be) on the expiry agent of the notice Issuer in relation to be given under clause 27. Each the Notes shall terminate forthwith if any of the Issuers and the Guarantor agrees with the Principal following events or circumstances shall occur or arise, namely: such Paying Agent, Transfer Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registraror, as the case may be, approved in writing by the TrusteeRegistrar becomes incapable of acting; such Paying Agent, then the Principal Paying Transfer Agent or Registraror, as the case may be, shall be entitledRegistrar is adjudged bankrupt or insolvent; such Paying Agent, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Transfer Agent or Registraror, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administratora receiver, liquidator or administrative administrator or other receiver similar official of all or a any substantial part of its property, property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent, Transfer Agent or, as the case may be, Registrar; a receiver, administrator or other similar official of such Paying Agent, Transfer Agent or, as the case may be, Registrar or of all or any substantial part of its debts, or if any property is appointed; an order of any court is entered approving any petition filed by or against it such Paying Agent, Transfer Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law 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 such Paying Agent, Transfer Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 17.5 The Issuer may appoint substitute or additional agents in relation to the Notes and shall forthwith notify the other parties hereto thereof, a successor Agent which whereupon the parties hereto and such substitute or additional agents shall be a reputable financial institution thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of 17.6 If any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Transfer Agent at least 45 days' written or Registrar gives notice to that effect. 25.8 Upon of its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with Clause 17.1 and by the terms tenth day before the expiration of clause 19. 25.9 Upon its appointment becoming effective, such notice a successor or new to such Paying Agent, Transfer Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Registrar as the agent of the Issuer in relation to the Notes has not been appointed by the Issuer, such Paying Agent, Transfer Agent or, as the case may be, Registrar may itself, following such consultation with the Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 14, whereupon the parties hereto and such successor agent shall thereafter have the same effect rights and obligations among them as if originally named as would have been the case had they then entered into an Agent under agreement in the form mutatis mutandis of this Agreement. 17.7 Upon any resignation or revocation becoming effective under this Clause 17, the relevant Paying Agent, the Transfer Agent or, as the case may be, Registrar shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clause 15.3, Clause 16 and this Clause 17); (b) repay to the Issuer such part of any fee paid to it in accordance with Clause 15.1 as shall relate to any period thereafter; (c) in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Fiscal Agent, of the records maintained by it in accordance with Clause 13; (d) in the case of a Registrar, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Clause 14; and (e) in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12; (f) As soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 15 or Clause 16.4) transfer all moneys and papers (including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Bearer Notes, Coupons or, as the case may be, Registered Notes held by it hereunder) to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. 17.8 Any corporation into which any Paying Agent, Transfer Agent or Registrar may be merged or converted, any corporation with which any Paying Agent, Transfer Agent or Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, Transfer Agent or Registrar shall be a party, shall, to the extent permitted by applicable law, be the successor to such Paying Agent or, as the case may be, Transfer Agent or Registrar as agent of the Issuer in relation to the Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the other parties hereto.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Fiscal Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) in the case of ISD Notes, there will at all times be an ISD Agent authorised to act as an account holding institution with the ISD and one or more calculation agent(s) where the Terms and Conditions of the relevant ISD Notes so require;‌ (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Fiscal Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Fiscal Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.55.4. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall have been given to the Noteholders in accordance with Condition 14.13.‌ 25.2 23.2 Each of the Principal Paying Fiscal Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' ’ written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective.effective.‌ 25.3 23.3 Each of the Principal Paying Fiscal Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' ’ notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective.effective.‌ 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Fiscal Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Fiscal Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Fiscal Agent or the Registrar, as the case may be,) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Fiscal Agent and or the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Fiscal Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Fiscal Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve.approve.‌ 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Fiscal Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Fiscal Agent and to the relevant other Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency).insolvency).‌ 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentFiscal Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Fiscal Agent at least 45 days' ’ written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Fiscal Agent and the Registrar, immediately as soon as reasonably practicable transfer all moneys and records held by it under this Agreement to the successor Fiscal Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 22.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and; (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated; and (d) whenever a function expressed in the Conditions of the Subordinated Notes to be performed by the Agent Bank fails to be performed, the Issuer will appoint and (for so long as such function is required to be performed) there will at all times be an Agent Bank. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.6 of the Senior Notes or, as the case may be, Condition 6.5 of the Subordinated Notes. Any variation, termination, appointment or change of the Principal Paying Agent and the Registrar shall only take effect (other than in the case of insolvency (as provided in subclause 25.522.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1415 of the Senior Notes or, as the case may be, Condition 16 of the Subordinated Notes. 25.2 Each of the 22.2 The Principal Paying Agent, the Agent Bank and the Registrar may (subject as provided in subclause 25.422.4) at any time resign by giving at least 45 60 days' written notice to the Issuers, the Guarantor Issuer and the Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the 22.3 The Principal Paying Agent, the Agent Bank and the Registrar may (subject as provided in subclause 25.422.4) be removed at any time by the Issuers and the Guarantor Issuer with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 22.4 Any resignation under subclause 25.2 22.2 or removal of the Principal Paying Agent, the Agent Bank or the Registrar under subclauses 25.3 22.3 or 25.5 22.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent, the Agent Bank or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent, the Agent Bank or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.clause

Changes in Agents. 25.1 Each of the Issuers and the Guarantor (1) Xxxxxxxxxx agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (or, in the case of Bearer CMU Notes), the CMU Lodging and a Transfer Paying Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange; (b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and a Registrar; andPaying Agent; (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than or in addition to (i) the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated, and (ii) the United Kingdom. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.55(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5(5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413. 25.2 (2) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 25.4(4)) at any time resign by giving at least 45 90 days' written notice to the IssuersStellantis, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 (3) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 25.4(4)) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Stellantis on at least 45 days' notice in writing from Stellantis (as the Issuers and the Guarantor case may be) specifying the date when the removal shall become effective. 25.4 (4) Any resignation under subclause 25.2 (2) or removal of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclauses 25.3 subclause (3) or 25.5 (5) shall only take effect upon the appointment by the Issuers and the Guarantor Xxxxxxxxxx, of a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 2724. Each of the Issuers and the Guarantor Xxxxxxxxxx agrees with the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause 25.2(2), the Issuers and the Guarantor have Xxxxxxxxxx has not appointed a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorXxxxxxxxxx, to appoint in its place as a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Issuers, the Guarantor and the Trustee Stellantis shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Stellantis. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2724, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 (6) Subject to subclause 25.1(1), the Issuers and the Guarantor Stellantis may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI). 25.7 (7) Subject to subclause 25.1(1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Xxxxxxxxxx and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the RegistrarCMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1916. 25.9 (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. (10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent. (11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the Issuer.

Changes in Agents. 25.1 23.1 Each of the Issuers 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 Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which Kingdom of Sweden or, where the relevant Issuer or is H&M Finance, the Guarantor is incorporatedNetherlands. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' written notice to the Issuers, Issuers and the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuers shall approve. 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Guarantor. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 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 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 Issuers will be entitled to terminate the appointment of such Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent. 23.8 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Guarantor and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.9 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately as soon as reasonably practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.10 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor (1) The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent with a specified office in New York City; and (cd) there will at all times be a Paying Agent in a jurisdiction within continental Europejurisdiction, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.524(5)), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 (2) Each of the Principal Paying Agent and the Registrar Agents may (subject as provided in subclause 25.424(4)) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 (3) Each of the Principal Paying Agent and the Registrar Agents may (subject as provided in subclause 25.424(4)) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when on which the removal shall become effective. 25.4 (4) Any resignation under subclause 25.2 24(2) or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 24(3) or 25.5 24(5) shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2726. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.224(2) or 24(3), the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve. 25.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2726, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 (6) Subject to subclause 25.124(2), the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 (7) Subject to subclause 25.1(1), all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) there will at all times be a Principal Paying Agent, a Paying Agent with its specified office in a jurisdiction within Europe other than the Tax Jurisdiction and (in the case of Registered Notes) a Registrar; (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 Principal Paying Agent (in the case of Bearer Notes), ) and a Transfer Agent Agent, which may be the Registrar (in the case of Registered Notes), which may be the Registrar, ) with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or any other relevant authority;; and (bc) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent specified office in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporatedNew York City. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.55(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413. 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 days' written notice to the IssuersIssuer, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer, of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27subclause 23.2. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve.approve (such approval not to be unreasonably withheld or delayed).‌ 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27subclause 23.2, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 24.1 Each of the Issuers and the Guarantor Obligor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers relevant Issuer or the Guarantor, as the case may be, as provided in this Agreement: (a) there will at all times be a Principal Paying Agent and a Registrar; (b) 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 Principal Paying Agent (in the case of Bearer Notes), ) and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, ) with a specified office in the place such places as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (bc) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City; (d) there will at all times be a Principal Paying Agent and in a RegistrarMember 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 order to conform to, such Directive; and (ce) there will at all times be a Paying Agent in a jurisdiction within continental Continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers relevant Issuer and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5clause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4clause 24.4) at any time resign by giving at least 45 90 days' ’ written notice to the IssuersObligors, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4clause 24.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Obligors on at least 45 days' ’ notice in writing from the Issuers and the Guarantor Obligors specifying the date when the removal shall become effective. 25.4 24.4 Any resignation under subclause 25.2 clause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 clauses 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuers and the Guarantor Obligors, of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2726. Each of the Issuers and the Guarantor Obligors agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2clause 24.2, the Issuers and the Guarantor Obligors have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorObligors, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Obligors shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Obligors. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2726, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 24.6 Subject to subclause 25.1clause 24.1, the Issuers and the Guarantor Obligors may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency). 25.7 24.7 Subject to subclause 25.1clause 24.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Obligors and the Principal Paying Agent at least 45 days' ’ written notice to that effect. 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 relevant Issuer (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the 23.1 The Issuers and the Guarantor each agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantoror, as the case may be, the Guarantor, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or Issuers and the Guarantor is are incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee each immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.5 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.14 (Notices).‌ 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' written notice to the Issuers, Issuers and the Guarantor and the Trustee specifying the date on which its resignation shall become effective.effective.‌ 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective.effective.‌ 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, Issuers and the Guarantor and the Trustee shall approve.approve.‌ 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Guarantor. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, Issuers and the Guarantor, the Trustee Guarantor and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; andand‌ (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.5 of the Senior Notes or, as the case may be, Condition 10.5 of the Subordinated Notes. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice shall have been given to the Noteholders in accordance with Condition 1414 of the Senior Notes or, as the case may be, Condition 18 of the Subordinated Notes. 25.2 23.2 Each of the Principal Paying Agent, the Agent Bank, the Transfer Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' ’ written notice to the Issuers, the Guarantor Issuer and the Trustee specifying the date on which its resignation shall become effective. 25.3 23.3 Each of the Principal Paying Agent, the Agent Bank, the Transfer Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor Issuer with the prior written approval of the Trustee on at least 45 days' ’ notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent, the Agent Bank, the Transfer Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent, Agent Bank, Transfer Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent, the Agent Bank, the Transfer Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent, the Agent Bank, the Transfer Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent, Agent Bank, Transfer Agent or Registrar, as the case may be, approved in writing by the Trustee, Trustee then the Principal Paying Agent, the Agent Bank, the Transfer Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve.place 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor Issuer with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Issuer may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying Agent, the Agent Bank, the Transfer Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the GuarantorIssuer, the Trustee and the Principal Paying Agent at least 45 days' ’ written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Agent Bank, the Transfer Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 26.1 Each of the Issuers Issuer and the Guarantor LLP agrees that, for so long as any Note Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuers Issuer or the GuarantorLLP, as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (b) it will maintain a Paying Agent (which may be the Principal Paying Agent) having a specified office in a city in Europe approved by the Bond Trustee; and (c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a jurisdiction within continental EuropeTransfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporatedauthority. In addition, each of the Issuers Issuer and the Guarantor LLP shall with the prior written approval of the Bond Trustee immediately forthwith appoint a Paying Agent having a specified office in New York City the United States in the circumstances described in Condition 6.55.5 (General Provisions applicable to Payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5Clause 26.5), when it shall be of immediate effect) after not less than 30 nor more than 45 forty five (45) days' prior notice shall have been given to the Noteholders Covered Bondholders in accordance with Condition 1413 (Notices). 25.2 26.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clauses 26.1 and 26.4) at any time resign by giving at least 45 sixty (60) days' written notice to the IssuersIssuer, the Guarantor LLP and the Bond Trustee specifying the date on which its resignation shall become effective, which date shall not be less than thirty (30) days prior to any due date for payment. 25.3 26.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clauses 26.1 and 26.4) be removed at any time by the Issuers Issuer and the Guarantor LLP with the prior written approval of the Trustee Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 thirty (30) days' notice in writing from the Issuers Issuer and the Guarantor LLP specifying the date when the removal shall become effective, which notice shall expire not less than ten (10) days before or after any due date for payment. 25.4 26.4 Any resignation under subclause 25.2 Clause 26.2 or removal under Clauses 26.3 or 26.5 of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers Issuer and the Guarantor LLP of a successor Successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) Bond Trustee, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27Clause 29 (Notification of Changes to Agents). Each of the Issuers The Issuer and the Guarantor agrees LLP agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 thirty (30) days before the expiry of any notice under subclause 25.2Clause 26.2, the Issuers Issuer and the Guarantor LLP have not appointed a successor Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers Issuer and the GuarantorLLP, to appoint in its place as a successor Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the IssuersIssuer, the Guarantor LLP and the Bond Trustee shall approve. 25.5 26.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers Issuer and the Guarantor LLP with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Bond Trustee. Upon the appointment of a successor Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27Clause 29 (Notification of Changes to Agents), the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 26.6 Subject to subclause 25.1Clause 26.1, the Issuers Issuer and the Guarantor LLP may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Bond Trustee, terminate the appointment of all or any of the Agents (other Agents than the Principal Paying Agent and the Registrar) at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 thirty (30) days' notice in writing to that effect effect, which notice shall expire not less than ten (10) days before or after any due date for payment (other than in the case of insolvency). 25.7 26.7 Subject to subclause 25.1Clauses 26.1 and 26.4, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the IssuersIssuer, the GuarantorLLP, the Bond Trustee and the Principal Paying Agent at least 45 60 days' written notice to that effect, which notice shall expire not less than thirty (30) days prior to any due date for payment. The Issuer and the LLP agree with the resigning Agent that if, by the day falling thirty (30) days before the expiry of any notice under this Clause 26, the Issuer and the LLP have not appointed a Successor Agent approved in writing by the Bond Trustee, then the resigning Agent shall be entitled, on behalf of the Issuer and the LLP, to appoint as its Successor, a reputable financial institution of good standing which the Issuer, the LLP and the Bond Trustee shall approve. 25.8 26.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Successor Agent; and (b) be entitled to the payment by the Issuers Issuer (failing which and, following the Guarantoroccurrence of an Issuer Event of Default or service of a Notice to Pay on the LLP, the LLP) of the commissions, fees and expenses and other amounts due to the Agents (if any) payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19Clause 21 (Commissions and Expenses). 25.9 26.9 Upon its appointment becoming effective, a successor Successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 24.1 Each of the Issuers and the Guarantor Obligor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers relevant Issuer or the Guarantor, as the case may be, as provided in this Agreement: (a) 24.1.1 there will at all times be a Principal Paying Agent and a Registrar; 24.1.2 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 Principal Paying Agent (in the case of Bearer Notes), ) and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, ) with a specified office in the place such places as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) 24.1.3 there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clause 24.4) at any time resign by giving at least 45 60 days' ’ written notice to the IssuersObligors, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clause 24.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Obligors on at least 45 days' ’ notice in writing from the Issuers and the Guarantor Obligors specifying the date when the removal shall become effective. 25.4 24.4 Any resignation under subclause 25.2 Clause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 Clause 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuers and the Guarantor Obligors of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27Clause 26. Each of the Issuers and the Guarantor Obligors agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2Clause 24.2, the Issuers and the Guarantor Obligors have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorObligors, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Obligors shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Obligors. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27Clause 26, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers 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 Principal Paying Agent and have been returned to the Issuers Issuer or the Guarantor, as the case may be, as provided in this Agreementherein: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (b) so long as the Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority there will at all times be a Paying Agent and (in the case of Registered Notes) a Transfer Agent with a specified office in such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and (c) to the extent reasonably practicable and where it is not inconsistent with market practice at the relevant time to do so, there will at all times be a Paying Agent in a jurisdiction within continental EuropeMember 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, other than the jurisdictions implementing or complying with, or introduced in which the relevant Issuer or the Guarantor is incorporatedorder to conform to, such Directive. In addition, each of the Issuers Issuer and the Guarantor shall with the prior written approval of the Trustee immediately shall, forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5sub-clause 25.5 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 14. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4sub-clause 25.4 below) at any time resign as such by giving at least 45 90 days' ’ written notice to the IssuersIssuer, the Guarantor and the Trustee of such intention on its part, specifying the date on which its such resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4sub-clause 25.4 below) be removed at any time by the Issuers Issuer and the Guarantor with the prior written approval of the Trustee on at least 45 days' ’ notice to the Principal Paying Agent, the Registrar and the Trustee by the filing with it of an instrument in writing from signed on behalf of the Issuers Issuer and the Guarantor specifying such removal and the date when the removal it shall become effective. 25.4 Any resignation under subclause sub-clause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses sub-clauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers Issuer and the Guarantor as hereinafter provided, of a successor Principal Paying Agent or Registrar, as the case may be, be (approved in writing by the Trustee (which approval shall not be unreasonably withheld) Trustee), and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers Issuer and the Guarantor agrees with the Principal Paying Agent Agent, the Registrar and the Registrar Trustee that if, by the day falling 10 days before the expiry of any notice under subclause sub-clause 25.2, the Issuers Issuer and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers Issuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the IssuersIssuer, the Guarantor and the Trustee shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, 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 Issuers Issuer and the Guarantor with the prior written approval consent of the Trustee (which approval shall not be unreasonably withheld)by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of its 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 27, 27 the Agent so superseded shall cease to be an Agent under this Agreementhereunder. 25.6 Subject to subclause sub-clause 25.1, the Issuers Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and with the prior written approval consent of the Trustee (which approval shall not be unreasonably withheld)Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent Agent, the Trustee and to the relevant other Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause sub-clause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the IssuersIssuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' ’ written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately forthwith transfer all moneys and records held by it under this Agreement hereunder to the successor AgentAgent hereunder; and (b) be entitled to the payment by the Issuers Issuer (failing which or, in default, the Guarantor) of the its outstanding commissions, fees and expenses payable in respect of its for the services under this Agreement before termination therefor rendered hereunder in accordance with the terms of clause 1920. 25.9 Upon its appointment becoming effectiveeffective (which appointment shall become effective upon execution and delivery to the Issuer and the Guarantor of an instrument accepting the appointment under this Agreement), a successor or new Agent shall, without any further actionact, 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, an Agent with the same like effect as if originally named as an Agent under this Agreementhereunder.

Changes in Agents. 25.1 Each of the Issuers (1) Stellantis and the Guarantor agrees FCFE each agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the Issuers relevant Issuer or the GuarantorGuarantor (in the case of Guaranteed Notes), as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (or, in the case of Bearer CMU Notes), the CMU Lodging and a Transfer Paying Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange; (b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and a Registrar; andPaying Agent; (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than or in addition to (i) the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Stellantis is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, each of the Issuers and relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.55(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5(5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413. 25.2 (2) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 25.4(4)) at any time resign by giving at least 45 90 days' written notice to the IssuersStellantis and FCFE, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 (3) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 25.4(4)) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Stellantis and/or FCFE on at least 45 days' notice in writing from Stellantis and/or FCFE (as the Issuers and the Guarantor case may be) specifying the date when the removal shall become effective. 25.4 (4) Any resignation under subclause 25.2 (2) or removal of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclauses 25.3 subclause (3) or 25.5 (5) shall only take effect upon the appointment by the Issuers and the Guarantor Stellantis and/or FCFE, of a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI) on the expiry of the notice to be given under clause 2724. Each of the Issuers Stellantis and the Guarantor FCFE jointly and severally agrees with the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause 25.2(2), the Issuers Stellantis and the Guarantor FCFE have not appointed a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the Issuers Stellantis and the GuarantorFCFE, to appoint in its place as a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Issuers, the Guarantor Stellantis and the Trustee FCFE shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by the Issuers Stellantis and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)FCFE. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2724, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 (6) Subject to subclause 25.1(1), the Issuers Stellantis and the Guarantor FCFE may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI). 25.7 (7) Subject to subclause 25.1(1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Stellantis and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the RegistrarCMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers each Issuer (failing which which, other than where the Issuer is Stellantis, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1916. 25.9 (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. (10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent. (11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) there will at all times be a Principal Paying Agent and a Registrar; (b) 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 and a Transfer Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, respectively, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent and a Transfer Agent with a specified office in a jurisdiction within continental Western Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.55(d) (Payments in respect of Registered Notes). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5Clause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413 (Notices). 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clause 24.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clause 24.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 24.4 Any resignation under subclause 25.2 Clause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 Clause 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27Clause 23. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2Clause 24.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registraror, as the case may be, the Registrar shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve. 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27Clause 23, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 24.6 Subject to subclause 25.1Clause 24.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 24.7 Subject to subclause 25.1Clause 24.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agentits successor; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause Clause 19. 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 26.1 Each of the Issuers Issuer and the Guarantor LLP agrees that, for so long as any Note Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes Covered Bonds have been made available to the Principal Paying Agent and have been returned to the Issuers Issuer or the GuarantorLLP, as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (b) it will maintain a Paying Agent (which may be the Principal Paying Agent) having a specified office in a city in Europe approved by the Bond Trustee; and (c) so long as any Covered Bonds are listed on any stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent and a jurisdiction within continental EuropeTransfer Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or as the case may be, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporatedauthority. In addition, each of the Issuers Issuer and the Guarantor LLP shall with the prior written approval of the Bond Trustee immediately forthwith appoint a Paying Agent having a specified office in New York City the United States in the circumstances described in Condition 6.55.5 (General Provisions applicable to Payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5Clause 26.5), when it shall be of immediate effect) after not less than 30 nor more than 45 forty five (45) days' prior notice shall have been given to the Noteholders Covered Bondholders in accordance with Condition 1413 (Notices). 25.2 26.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clauses 26.1 and 26.4) at any time resign by giving at least 45 sixty (60) days' written notice to the IssuersIssuer, the Guarantor LLP and the Bond Trustee specifying the date on which its resignation shall become effective, which date shall not be less than thirty (30) days prior to any due date for payment. 25.3 26.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clauses 26.1 and 26.4) be removed at any time by the Issuers Issuer and the Guarantor LLP with the prior written approval of the Trustee Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 thirty (30) days' notice in writing from the Issuers Issuer and the Guarantor LLP specifying the date when the removal shall become effective, which notice shall expire not less than ten (10) days before or after any due date for payment. 25.4 26.4 Any resignation under subclause 25.2 Clause 26.2 or removal under Clauses 26.3 or 26.5 of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers Issuer and the Guarantor LLP of a successor Successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) Bond Trustee, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27Xxxxxx 29 (Notification of Changes to Agents). Each of the Issuers The Issuer and the Guarantor agrees LLP agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 thirty (30) days before the expiry of any notice under subclause 25.2Clause 26.2, the Issuers Issuer and the Guarantor LLP have not appointed a successor Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers Issuer and the GuarantorLLP, to appoint in its place as a successor Successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the IssuersIssuer, the Guarantor LLP and the Bond Trustee shall approve. 25.5 26.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers Issuer and the Guarantor LLP with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Bond Trustee. Upon the appointment of a successor Successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27Clause 29 (Notification of Changes to Agents), the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 26.6 Subject to subclause 25.1Clause 26.1, the Issuers Issuer and the Guarantor LLP may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Bond Trustee, terminate the appointment of all or any of the Agents (other Agents than the Principal Paying Agent and the Registrar) at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 thirty (30) days' notice in writing to that effect effect, which notice shall expire not less than ten (10) days before or after any due date for payment (other than in the case of insolvency). 25.7 26.7 Subject to subclause 25.1Clauses 26.1 and 26.4, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the IssuersIssuer, the GuarantorLLP, the Bond Trustee and the Principal Paying Agent at least 45 60 days' written notice to that effect, which notice shall expire not less than thirty (30) days prior to any due date for payment. The Issuer and the LLP agree with the resigning Agent that if, by the day falling thirty (30) days before the expiry of any notice under this Clause 26, the Issuer and the LLP have not appointed a Successor Agent approved in writing by the Bond Trustee, then the resigning Agent shall be entitled, on behalf of the Issuer and the LLP, to appoint as its Successor, a reputable financial institution of good standing which the Issuer, the LLP and the Bond Trustee shall approve. 25.8 26.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Successor Agent; and (b) be entitled to the payment by the Issuers Issuer (failing which and, following the Guarantoroccurrence of an Issuer Event of Default or service of a Notice to Pay on the LLP, the LLP) of the commissions, fees and expenses and other amounts due to the Agents (if any) payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19Clause 21 (Commissions and Expenses). 25.9 26.9 Upon its appointment becoming effective, a successor Successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor ‌ 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and; (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.57.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5)23.5, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.15.‌ 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective., without giving any reason.‌ 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective.effective.‌ 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve; the Issuer's approval not to be unreasonably withheld. 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement.Agreement.‌‌ 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 23.10 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Principal Paying Agent) all Notes, Coupons and Talons surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of any Notes and Coupons that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.54(e) (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5)24.1, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14the relevant Conditions. 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.424.3) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.424.3) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 24.4 Any resignation under subclause 25.2 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 subclause 24.3 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2726. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.224.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2726, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 24.6 Subject to subclause 25.124.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 24.7 Subject to subclause 25.124.1, all or any of the Agents (other than the Principal Paying AgentAgent or the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.5 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1414 (Notices). 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve. 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying AgentAgent approved by the Trustee, which may be the Principal Paying Agent Agent, (in the case of Bearer Notes), ) and a Transfer Agent approved by the Trustee, which may be the Registrar, (in the case of Registered Notes), which may be the Registrar, ) with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Principal Paying Agent, a Paying Agent with its specified office in a country approved by the Trustee in Europe, a Registrar approved by the Trustee and a Paying Agent in a jurisdiction within continental EuropeMember State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, other than the jurisdictions or introduced in which the relevant Issuer or the Guarantor is incorporatedorder to conform to, such Directive. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent approved by the Trustee having a specified office in New York City in the circumstances described in Condition 6.56(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.524.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1415. 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.424.4) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor Issuer and the Trustee Trustee, specifying the date on which its resignation shall become effectiveeffective and without being responsible for any losses incurred by reason of such resignation. 25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.424.4) be removed at any time by the Issuers and the Guarantor Issuer (after prior consultation with the prior written approval of the Trustee Trustee) on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 24.4 Any resignation under subclause 25.2 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 subclause 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2726. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.224.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers Issuer and approved by the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2726, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 24.6 Subject to subclause 25.124.1, the Issuers Issuer may, after prior consultation with the Trustee and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 24.7 Subject to subclause 25.124.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the GuarantorIssuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 24.1 Each of the Issuers 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 Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.6. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.524.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.14.‌ 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.424.4) at any time resign (without giving any reason therefor and without liability for any costs incurred by such resignation) by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective.effective.‌ 25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.424.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective.. For the avoidance of doubt the Issuers (failing whom, the Guarantor) shall be responsible for all costs in connection with any replacement agent following such termination.‌ 25.4 24.4 Any resignation under subclause 25.2 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2726. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.224.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of and at the expense of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve.approve.‌ 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2726, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 24.6 Subject to subclause 25.124.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 90 days' notice in writing to that effect (other than in the case of insolvency). For the avoidance of doubt the Issuers (failing whom, the Guarantor) shall be responsible for all costs in connection with any replacement agent following such termination. 25.7 24.7 Subject to subclause 25.124.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign (without giving any reason therefor and without liability for any costs incurred by such resignation) their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; andand‌ (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 20.1 Each of the Issuers relevant Issuer and the Guarantor (where the relevant Issuer is TI Finance) agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantorrelevant Issuer or, as the case may be, the Guarantor (where the relevant Issuer is TI Finance), as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;; and (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14Agent. 25.2 Each of the 20.2 The Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4sub-clause 20.4) at any time resign by giving at least 45 60 days' written notice to the Issuers, the Guarantor and the Trustee Trustee, specifying the date on which its resignation shall become effective. 25.3 Each of the 20.3 The Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4sub-clause 20.4) be removed at any time by the Issuers and the Guarantor Guarantor, with the prior written approval of the Trustee Trustee, on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 20.4 Any resignation under subclause 25.2 sub-clause 20.2 or removal of the Principal Paying Agent under sub- clauses 20.3 or the Registrar under subclauses 25.3 or 25.5 20.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may beAgent) on the expiry of the notice to be given under clause 2722. Each of the Issuers Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2sub-clause 20.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 20.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing approved by the Trustee may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2722, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 20.6 Subject to subclause 25.1sub-clause 20.1, the Issuers and the Guarantor may, with the Agent and with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 20.7 Subject to subclause 25.1sub-clause 20.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 20.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers relevant Issuer (failing which the Guarantor, where the relevant Issuer is TI Finance) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1915. 25.9 20.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. Notwithstanding any other provision in this Agreement, if the relevant Issuer or Guarantor (where the relevant Issuer is TI Finance) determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent not being or having ceased to be a person to whom any payments due on the Notes are free from FATCA Withholding, the relevant Issuer or the Guarantor (where the relevant Issuer is TI Finance) will be entitled to terminate the Agent or the relevant Paying Agent without notice and such termination will be effective from any such time specified in writing to such Agent or Paying Agent.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.6. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) (without giving any reason) at any time resign by giving at least 45 60 days' written notice to the Issuers, the Guarantor Issuer and the Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the 23.3 The Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor Issuer with the prior written approval of the Trustee on at least 45 60 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor Issuer and the Trustee shall approve. 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor Issuer with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Issuer may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) (without giving any reason) may resign their respective appointments under this Agreement at any time by giving the Issuers, the GuarantorIssuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent; (d) there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Directive 2003/48/EC on any law implementing or complying with or introduced in order to confirm to such Directives; and (ce) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.54(e) (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5)25.1, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.the relevant Conditions.‌ 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.425.3) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.425.3) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective.effective.‌‌ 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses subclause 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying AgentAgent or the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1920. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent; (d) there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Directive 2003/48/EC on any law implementing or complying with or introduced in order to confirm to such Directives; and (ce) there will at all times be a Paying Agent in a jurisdiction within continental Continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.54(e) (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5)25.1, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14the relevant Conditions. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.425.3) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.425.3) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses subclause 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying AgentAgent or the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1920. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and; (c) there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Directive 2003/48/EC on any law implementing or complying with or introduced in order to confirm to such Directives; and (d) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.54(e) (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5)25.1, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14the relevant Conditions. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.425.3) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.425.3) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses subclause 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying AgentAgent or the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1920. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (c) so long as any Registered Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent; (d) there will at all times be a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to European Directive 2003/48/EC on any law implementing or complying with or introduced in order to confirm to such Directives; and (ce) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.54(e) (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5)25.1, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14the relevant Conditions. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.425.3) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.425.3) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses subclause 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying AgentAgent or the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1920. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the 23.1 The Issuers and the Guarantor each agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantoror, as the case may be, the Guarantor, as provided in this Agreement:Agreement:‌ (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or Issuers and the Guarantor is are incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee each immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.5 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1414 (Notices). 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' written notice to the Issuers, Issuers and the Guarantor and the Trustee specifying the date on which its resignation shall become effective.effective.‌ 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective.effective.‌ 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, Issuers and the Guarantor and the Trustee shall approve.approve.‌ 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Guarantor. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement.Agreement.‌ 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, Issuers and the Guarantor, the Trustee Guarantor and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 ‌ 23.1 Each of the Issuers and the Guarantor Obligor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers relevant Issuer or the Guarantor, as the case may be, as provided in this Agreement:Agreement:‌ (a) 23.1.1 there will at all times be a Principal Paying Agent and a Registrar; 23.1.2 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 Principal Paying Agent (in the case of Bearer Notes), ) and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, ) with a specified office in the place such places as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) 23.1.3 there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers relevant Issuer and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5Clause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clause 23.4) at any time resign by giving at least 45 60 days' written notice to the IssuersObligors, the Guarantor and the Trustee specifying the date on which its resignation shall become effective.effective.‌ 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clause 23.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Obligors on at least 45 days' notice in writing from the Issuers and the Guarantor Obligors specifying the date when the removal shall become effective.effective.‌ 25.4 23.4 Any resignation under subclause 25.2 Xxxxxx 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 Clause 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Obligors of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27Clause 25. Each of the Issuers and the Guarantor Obligors agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2Xxxxxx 23.2, the Issuers and the Guarantor Obligors have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorObligors, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Obligors shall approve.approve (such approval not to be unreasonably withheld or delayed).‌ 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Obligors. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27Clause 25, the Agent so superseded shall cease to be an Agent under this Agreement.Agreement.‌ 25.6 23.6 Subject to subclause 25.1Clause 23.1, the Issuers and the Guarantor Obligors may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.1Xxxxxx 23.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Obligors and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) 23.8.1 in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) 23.8.2 be entitled to the payment by the Issuers relevant Issuer (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19Clause 18. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 23.1 Each of the Issuers 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 Principal Paying Agent and have been returned to the Issuers relevant Issuer or the GuarantorGuarantor (if applicable), as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required (if any) by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent Agent, which may be the Principal Paying Agent, in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor (if applicable) is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.5 (Payments – General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1414 (Notices). 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 60 days' written notice to the Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective.. Such notice shall not expire less than 30 days before any payment is due under the Notes.‌‌‌ 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 60 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective.. Such notice shall not expire less than 30 days before any payment is due under the Notes.‌ 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor agrees agree with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve.approve (such approval not to be unreasonably withheld or delayed).‌ 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 60 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 60 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19.18.‌ 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers (1) Stellantis and the Guarantor agrees FCFE each agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the Issuers relevant Issuer or the GuarantorGuarantor (in the case of Guaranteed Notes), as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (or, in the case of Bearer CMU Notes), the CMU Lodging and a Transfer Paying Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange; (b) there will at all times be a Principal Paying Agent and, in the case of CMU Notes, a CMU Lodging and a Registrar; andPaying Agent; (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than or in addition to (i) the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) the United Kingdom, where Stellantis is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor (in the case of Guaranteed Notes). In addition, each of the Issuers and relevant Issuer and/or the Guarantor (in the case of Guaranteed Notes) shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.55(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5(5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413. 25.2 (2) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 25.4(4)) at any time resign by giving at least 45 90 days' written notice to the IssuersStellantis and FCFE, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 (3) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 25.4(4)) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Stellantis and/or FCFE on at least 45 days' notice in writing from Stellantis and/or FCFE (as the Issuers and the Guarantor case may be) specifying the date when the removal shall become effective. 25.4 (4) Any resignation under subclause 25.2 (2) or removal of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclauses 25.3 subclause (3) or 25.5 (5) shall only take effect upon the appointment by the Issuers and the Guarantor Stellantis and/or FCFE, of a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 2724. Each of the Issuers Stellantis and the Guarantor FCFE jointly and severally agrees with the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling 10 days before the expiry of any notice under subclause 25.2(2), the Issuers Stellantis and the Guarantor FCFE have not appointed a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the Issuers Stellantis and the GuarantorFCFE, to appoint in its place as a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Issuers, the Guarantor Stellantis and the Trustee FCFE shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing may be appointed by the Issuers Stellantis and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)FCFE. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2724, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 (6) Subject to subclause 25.1(1), the Issuers Stellantis and the Guarantor FCFE may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI). 25.7 (7) Subject to subclause 25.1(1), all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Stellantis and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the RegistrarCMU Lodging and Paying Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers each Issuer (failing which which, other than where the Issuer is Stellantis, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1916. 25.9 (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. (10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent. (11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.

Changes in Agents. 25.1 23.1 Each of the Issuers 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 Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.5 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.14 (Notices).‌ 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' written notice to the Issuers, Issuers and the Guarantor and the Trustee specifying the date on which its resignation shall become effective.effective.‌ 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective.effective.‌ 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, Issuers and the Guarantor and the Trustee shall approve.approve.‌ 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Guarantor. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Guarantor and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall:shall:‌ (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. ‌ 25.1 Each of the Issuers and the Guarantor The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement:Agreement:‌ (a) there will at all times be a Principal Paying Agent and a Registrar; (b) 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 and a Transfer Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, respectively, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent and a Transfer Agent with a specified office in a jurisdiction within continental Western Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.55(d) (Payments in respect of Registered Notes). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413 (Notices). 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause Clause 25.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective.effective.‌ 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause Clause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective.effective.‌ 25.4 Any resignation under subclause Clause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27Clause 23. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause Clause 25.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registraror, as the case may be, the Registrar shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve.approve.‌ 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27Clause 23, the Agent so superseded shall cease to be an Agent under this Agreement.Agreement.‌ 25.6 Subject to subclause Clause 25.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause Clause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agentits successor; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause Clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 ‌‌‌ 20.1 Each of the Issuers relevant Issuer and the Guarantor (where the relevant Issuer is TI Finance) agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantorrelevant Issuer or, as the case may be, the Guarantor (where the relevant Issuer is TI Finance), as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;; and (b) there will at all times be a Principal Paying Agent and a Registrar; andAgent.‌ (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 Each of the 20.2 The Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4sub-clause 20.4) at any time resign by giving at least 45 60 days' written notice to the Issuers, the Guarantor and the Trustee Trustee, specifying the date on which its resignation shall become effective.effective.‌ 25.3 Each of the 20.3 The Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4sub-clause 20.4) be removed at any time by the Issuers and the Guarantor Guarantor, with the prior written approval of the Trustee Trustee, on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective.effective.‌ 25.4 20.4 Any resignation under subclause 25.2 sub-clause 20.2 or removal of the Principal Paying Agent under sub- clauses 20.3 or the Registrar under subclauses 25.3 or 25.5 20.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may beAgent) on the expiry of the notice to be given under clause 2722. Each of the Issuers Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2sub-clause 20.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve.approve.‌ 25.5 20.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing approved by the Trustee may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2722, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 20.6 Subject to subclause 25.1sub-clause 20.1, the Issuers and the Guarantor may, with the Agent and with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 20.7 Subject to subclause 25.1sub-clause 20.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 20.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers relevant Issuer (failing which the Guarantor, where the relevant Issuer is TI Finance) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1915. 25.9 20.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. Notwithstanding any other provision in this Agreement, if the relevant Issuer or Guarantor (where the relevant Issuer is TI Finance) determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Agent or relevant Paying Agent not being or having ceased to be a person to whom any payments due on the Notes are free from FATCA Withholding, the relevant Issuer or the Guarantor (where the relevant Issuer is TI Finance) will be entitled to terminate the Agent or the relevant Paying Agent without notice and such termination will be effective from any such time specified in writing to such Agent or Paying Agent.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreementherein: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (b) so long as the Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority there will at all times be a Paying Agent and (in the case of Registered Notes) a Transfer Agent with a specified office in such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and (c) to the extent reasonably practicable and where it is not inconsistent with market practice at the relevant time to do so, there will at all times be a Paying Agent in a jurisdiction within continental EuropeMember 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, other than the jurisdictions implementing or complying with, or introduced in which the relevant Issuer or the Guarantor is incorporatedorder to conform to, such Directive. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately Issuer shall, forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5sub-clause 25.5 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 14. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4sub-clause 25.4 below) at any time resign as such by giving at least 45 90 days' ’ written notice to the IssuersIssuer, the Guarantor PT, PTC and the Trustee of such intention on its part, specifying the date on which its such resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4sub-clause 25.4 below) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' ’ notice to the Principal Paying Agent, the Registrar and the Trustee by the filing with it of an instrument in writing from signed on behalf of the Issuers Issuer specifying such removal and the Guarantor specifying the date when the removal it shall become effective. 25.4 Any resignation under subclause sub-clause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses sub-clauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer as hereinafter provided, of a successor Principal Paying Agent or Registrar, as the case may be, be (approved in writing by the Trustee (which approval shall not be unreasonably withheld) Trustee), and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent Agent, the Registrar and the Registrar Trustee that if, by the day falling 10 days before the expiry of any notice under subclause sub-clause 25.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor Issuer and the Trustee shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, 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 Issuers and the Guarantor Issuer with the prior written approval consent of the Trustee (which approval shall not be unreasonably withheld)by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of its 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 27, 27 the Agent so superseded shall cease to be an Agent under this Agreementhereunder. 25.6 Subject to subclause sub-clause 25.1, the Issuers and the Guarantor Issuer may, after prior consultation with the Principal Paying Agent and with the prior written approval consent of the Trustee (which approval shall not be unreasonably withheld)Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent Agent, the Trustee and to the relevant other Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause sub-clause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the IssuersIssuer, the GuarantorPT, PTC, the Trustee and the Principal Paying Agent at least 45 days' ’ written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately forthwith transfer all moneys and records held by it under this Agreement hereunder to the successor AgentAgent hereunder; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the its outstanding commissions, fees and expenses payable in respect of its for the services under this Agreement before termination therefor rendered hereunder in accordance with the terms of clause 1920. 25.9 Upon its appointment becoming effectiveeffective (which appointment shall become effective upon execution and delivery to the Issuer of an instrument accepting the appointment under this Agreement), a successor or new Agent shall, without any further actionact, 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, an Agent with the same like effect as if originally named as an Agent under this Agreementhereunder.

Changes in Agents. 25.1 Each of the Issuers Issuer and the (where applicable) each 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 Principal Paying Agent and have been returned to the Issuers relevant Issuer or (where applicable) the Guarantor, as the case may beGuarantors, as provided in this Agreement: (a) 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 Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes)) a Transfer Agent and Registrar, which may be the Registrarin each case, with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent, a Paying Agent, a Transfer Agent and a Registrar; (c) there will at all times be a Registrar (in the case of a Series of Registered Notes) which, if the Registrar originally appointed in respect of such Series had its specified office outside the United Kingdom, shall also have a specified office outside of the United Kingdom; and (cd) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, the relevant Issuer and (where applicable) each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.57.5 (General provisions applicable to payments). Any Notice of any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall Paying Agents will be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders promptly by the relevant Issuer in accordance with Condition 1415 (Notices). 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause clause 25.4) at any time resign by giving at least 45 60 days' written notice to the Issuers, (where applicable) the Guarantor Guarantors and the Trustee specifying the date (being at least 45 days before any interest or principal payment date) on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause clause 25.4) be removed at any time by the Issuers and (where applicable) the Guarantor Guarantors with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and (where applicable) the Guarantor Guarantors specifying the date (being at least 45 days before any interest or principal payment date) when the removal shall become effective. 25.4 Any resignation under subclause clause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses clauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and (where applicable) the Guarantor Guarantors of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers Issuer and the (where applicable) each Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause clause 25.2, the Issuers and (where applicable) the Guarantor Guarantors have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and (where applicable) the GuarantorGuarantors, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, (where applicable) the Guarantor Guarantors and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and (where applicable) the Guarantor Guarantors with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause clause 25.1, the Issuers and (where applicable) the Guarantor Guarantors may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause clause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the GuarantorGuarantors, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which whom the GuarantorGuarantors (where applicable)) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1920. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;; and (b) there will at all times be a Principal Paying Agent, a Transfer Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.524.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 Each of the 24.2 The Principal Paying Agent and the Registrar may (subject as provided in subclause 25.424.4) at any time resign by giving at least 45 30 days' written notice to the Issuers, the Guarantor Issuer and the Trustee specifying the date (being at least 45 days before any interest or principal payment date) on which its resignation shall become effective. 25.3 Each 24.3 Any Agent may (subject, in the case of the Principal Paying Agent and the Registrar may (subject Registrar, as provided in subclause 25.424.4) be removed at any time by the Issuers and the Guarantor Issuer with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date (being at least 45 days before any interest or principal payment date) when the removal shall become effective. 25.4 24.4 Any resignation of the Principal Paying Agent or the Registrar under subclause 25.2 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2726. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.224.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor Issuer and the Trustee shall approve. 25.5 24.5 In case at any time any Agent (a) defaults in the performance of any of its material duties or obligations under this Agreement and such default, if capable of remedy, is not remedied within ten days from the date that notice of such default is given by the Issuer to the relevant Agent, (b) resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (c) is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an effect analogous to any event specified in paragraph (b) of this subclause 24.5, a successor to the relevant Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor Issuer with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2726, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.54(e) (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5)24.1, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.the relevant Conditions.‌ 25.2 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.424.3) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective.effective.‌ 25.3 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.424.3) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 24.4 Any resignation under subclause 25.2 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 subclause 24.3 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2726. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.224.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2726, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 24.6 Subject to subclause 25.124.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 24.7 Subject to subclause 25.124.1, all or any of the Agents (other than the Principal Paying AgentAgent or the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect.effect.‌ 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.5 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1414 (Notices). 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve. 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the appointment of such Paying Agent without notice and such termination will be effective from any such time specified in writing to such Paying Agent. 23.8 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.9 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.10 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) there will at all times be a Principal Paying Agent, a Paying Agent with its specified office in a jurisdiction within Europe other than the Tax Jurisdiction and (in the case of Registered Notes) a Registrar; (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 Principal Paying Agent (in the case of Bearer Notes), ) and a Transfer Agent Agent, which may be the Registrar (in the case of Registered Notes), which may be the Registrar, ) with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or any other relevant authority;; and (bc) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent specified office in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporatedNew York City. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.55(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413. 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 days' written notice to the IssuersIssuer, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer, of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27subclause 23.2. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27subclause 23.2, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (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 Principal Paying Agent (in the case of Bearer Notes), which may be the Principal Paying Agent, and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and (in the case of Registered Notes) a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign (without reason and without liability for any costs incurred by such resignation) by giving at least 45 90 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and; (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.57.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5)23.5, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1415. 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective, without giving any reason. 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve; the Issuer's approval not to be unreasonably withheld. 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange 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 (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 23.10 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Principal Paying Agent) all Notes, Coupons and Talons surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of any Notes and Coupons that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, Issuer as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental EuropeContinental Europe or the United Kingdom, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.54(e) (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5)Clause 25.1, when it shall be of immediate effect)) after not less than 30 nor more than 45 days' ’ prior notice shall have been given to the Noteholders in accordance with Condition 14the relevant Conditions. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause Clause 25.4) at any time resign by giving at least 45 90 days' ’ written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause Clause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' ’ notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under subclause Clause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause Clause 27. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause Clause 25.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approvestanding. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause Clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause Clause 25.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause Clause 25.1, all or any of the Agents (other than the Principal Paying AgentAgent or the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' ’ written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately as soon as reasonably practicable transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19Clause 20. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the 23.1 The Issuers and the Guarantor each agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantoror, as the case may be, the Guarantor, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent (in the case of Bearer Notes)Agent, and a Transfer Agent (in the case of Registered Notes)Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions in which the relevant Issuer or Issuers and the Guarantor is are incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee each immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56.5 (Payments - General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.523.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1414 (Notices). 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) at any time resign by giving at least 45 90 days' written notice to the Issuers, Issuers and the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.423.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.223.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, Issuers and the Guarantor and the Trustee shall approve. 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Guarantor. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 2725, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.123.1, all or any of the Agents (other than the Principal Paying AgentAgent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuers, Issuers and the Guarantor, the Trustee Guarantor and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 1918. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor ‌ 23.1 The Bank agrees that, for so long as any Note is outstanding, or until all amounts payable in respect of any outstanding Notes have become due and payable and the moneys for the payment of all such amounts in respect of all outstanding Notes have been made available paid to the Principal Paying Fiscal Agent and have been but returned to the Issuers or the Guarantor, as the case may beBank, as provided in this Agreementherein: (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 Principal Paying Agent Fiscal Agent, (in the case of Bearer Notes), and a Transfer Agent Agent, which may be the Registrar, (in the case of Registered Notes), which may be the Registrar, ) with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange such stock exchange or any other relevant authority; (b) so long as any Registered Global Notes are held through DTC or its nominee, there will at all times be a Principal Paying Agent and a Registraran exchange agent (which may be the Registrar or the Fiscal Agent); and (c) so long as any Registered Global Notes are held through DTC or its nominee, there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than an exchange agent (which may be the jurisdictions in which the relevant Issuer or the Guarantor is incorporatedRegistrar). In addition, each of the Issuers and the Guarantor Bank shall with the prior written approval of the Trustee immediately forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.58A.05. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), clause 23.5 below) when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14.13.‌ 25.2 23.2 Each of the Principal Paying Fiscal Agent and the Registrar Registrars may (subject as provided in subclause 25.4clause 23.4 below) at any time resign as such by giving at least 45 30 days' written notice to the IssuersBank of such intention on its part, the Guarantor and the Trustee specifying the date on which its desired resignation shall become effective.effective.‌ 25.3 23.3 Each of the Principal Paying Agent Agents and the Registrar Registrars may (subject as provided in subclause 25.4clause 23.4 below) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Bank on at least 45 30 days' notice by the filing with it of an instrument in writing from signed on behalf of the Issuers Bank specifying such removal and the Guarantor specifying the date when the removal it shall become effective.effective.‌ 25.4 23.4 Any resignation under subclause 25.2 clause 23.2 or removal of the Principal Paying Agent under clauses 23.3 or the Registrar under subclauses 25.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Bank of a successor Principal Paying Fiscal Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases the case of insolvency of the Principal Paying Fiscal Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2725. Each of the Issuers and the Guarantor The Bank agrees with the Principal Paying Fiscal Agent and the Registrar Registrars that if, by the day falling 10 days before the expiry of any notice under subclause 25.2clause 23.2, the Issuers and the Guarantor have Bank has not appointed a successor Principal Paying Fiscal Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Fiscal Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorBank, to appoint in its place as a successor Principal Paying Fiscal Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Bank shall approve.approve (such approval not to be unreasonably withheld or delayed).‌ 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, 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, at any time, any Agent fails to become or ceases to be a Participating FFI, a successor Agent Agent, which shall be a reputable financial institution of good standing standing, may be appointed by the Issuers and the Guarantor Bank by an instrument in writing filed with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)successor. Upon the appointment of a successor Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Agent Agent, when it the termination of the Agent’s appointment shall be of immediate effect) upon expiry of the notice to be given under clause 27, 25 the Agent so superseded shall cease to be an Agent under this Agreementhereunder. 25.6 23.6 Subject to subclause 25.123.1, the Issuers and the Guarantor Bank may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Fiscal Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Fiscal Agent and to the relevant other Agent at least 45 30 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.1clause 23.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the Issuers, the Guarantor, the Trustee Bank and the Principal Paying Fiscal Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall:shall:‌ (a) in the case of the Principal Paying Fiscal Agent and the RegistrarRegistrars, immediately forthwith transfer all moneys and records held by it under this Agreement hereunder to the successor AgentAgent hereunder; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Bank of the its commissions, fees and expenses payable in respect of its for the services under this Agreement before termination theretofore rendered hereunder in accordance with the terms of clause 1917. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further actionact, 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, an Agent with the same like effect as if originally named as an Agent under this Agreementhereunder.

Changes in Agents. 25.1 Each of the Issuers and the Guarantor ‌ 26.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may beIssuer, as provided in this Agreement:Agreement:‌ (a) there will at all times be a Principal Paying Agent and a Registrar; (b) 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 and a Transfer Agent, which may be the Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, respectively, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent and a Transfer Agent with a specified office in a jurisdiction within continental Western Europe, other than the jurisdictions in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.55(d) (Payments in respect of Registered Notes). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5Clause 26.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 1413 (Notices). 25.2 26.2 Each of the Principal Paying Agent, the Principal Registrar, the CMU Lodging and Paying Agent and the CMU Registrar may (subject as provided in subclause 25.4Clause 26.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee Issuer specifying the date on which its resignation shall become effective.effective.‌ 25.3 26.3 Each of the Principal Paying Agent, the Principal Registrar, the CMU Lodging and Paying Agent and the CMU Registrar may (subject as provided in subclause 25.4Clause 26.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Issuer on at least 45 days' notice in writing from the Issuers and the Guarantor Issuer specifying the date when the removal shall become effective.effective.‌ 25.4 26.4 Any resignation under subclause 25.2 Clause 26.2 or removal of the Principal Paying Agent, the Principal Registrar, the CMU Lodging and Paying Agent or the CMU Registrar under subclauses 25.3 Clause 26.3 or 25.5 26.5 shall only take effect upon the appointment by the Issuers and the Guarantor Issuer of a successor Principal Paying Agent, Principal Registrar, CMU Lodging and Paying Agent or CMU Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent, the Principal Registrar, the CMU Lodging and Paying Agent or the CMU Registrar, as the case may be) on the expiry of the notice to be given under clause 27Clause 24. Each of the Issuers and the Guarantor The Issuer agrees with the Principal Paying Agent, the Principal‌ Registrar, the CMU Lodging and Paying Agent and or the CMU Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2Clause 26.2, the Issuers and the Guarantor have Issuer has not appointed a successor Principal Paying Agent, Principal Registrar, CMU Lodging and Paying Agent or CMU Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent, the Principal Registrar, the CMU Lodging and Paying Agent or Registrar, as the case may be, CMU Registrar shall be entitled, on behalf of the Issuers and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent, Principal Registrar, CMU Lodging and Paying Agent or CMU Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Issuer shall approve. 25.5 26.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27Xxxxxx 24, the Agent so superseded shall cease to be an Agent under this Agreement.Agreement.‌ 25.6 26.6 Subject to subclause 25.1Clause 26.1, the Issuers and the Guarantor Issuer may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 26.7 Subject to subclause 25.1Clause 26.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 26.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Registrar, the CMU Lodging and Paying Agent and or the CMU Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agentits successor; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19Clause 20. 25.9 26.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 Each of the Issuers 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 Principal Paying Agent and have been returned to the Issuers or the Guarantor, as the case may be, as provided in this Agreement: (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 Principal Paying Agent (in the case of Bearer Notes), and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) at any time resign by giving at least 45 days' written notice to the Issuers, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee on at least 45 days' notice in writing from the Issuers and the Guarantor specifying the date when the removal shall become effective. 25.4 Any resignation under subclause 25.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuers and the Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27. Each of the Issuers and the Guarantor agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2, the Issuers and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the relevant Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to subclause 25.1, the Issuers and the Guarantor may, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 Subject to subclause 25.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuers (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.

Changes in Agents. 25.1 23.1 Each of the Issuers and the Guarantor Obligor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuers relevant Issuer or the Guarantor, as the case may be, as provided in this Agreement: (a) 23.1.1 there will at all times be a Principal Paying Agent and a Registrar; 23.1.2 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 Principal Paying Agent (in the case of Bearer Notes), ) and a Transfer Agent (in the case of Registered Notes), which may be the Registrar, ) with a specified office in the place such places as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) 23.1.3 there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdictions jurisdiction in which the relevant Issuer or the Guarantor is incorporated. In addition, each of the Issuers relevant Issuer and the Guarantor shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.56(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 25.5Clause 23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice shall have been given to the Noteholders in accordance with Condition 14. 25.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clause 23.4) at any time resign by giving at least 45 60 days' written notice to the IssuersObligors, the Guarantor and the Trustee specifying the date on which its resignation shall become effective. 25.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 25.4Clause 23.4) be removed at any time by the Issuers and the Guarantor with the prior written approval of the Trustee Obligors on at least 45 days' notice in writing from the Issuers and the Guarantor Obligors specifying the date when the removal shall become effective. 25.4 23.4 Any resignation under subclause 25.2 Clause 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 25.3 Clause 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuers and the Guarantor Obligors of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee (which approval shall not be unreasonably withheld) and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 27Clause 25. Each of the Issuers and the Guarantor Obligors agrees with the Principal Paying Agent and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 25.2Clause 23.2, the Issuers and the Guarantor Obligors have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuers and the GuarantorObligors, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuers, the Guarantor and the Trustee Obligors shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuers and the Guarantor with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Obligors. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 27Clause 25, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 23.6 Subject to subclause 25.1Clause 23.1, the Issuers and the Guarantor Obligors may, after prior consultation with the prior written approval of the Trustee (which approval shall not be unreasonably withheld)Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 25.7 23.7 Subject to subclause 25.1Clause 23.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuers, the Guarantor, the Trustee Obligors and the Principal Paying Agent at least 45 days' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) 23.8.1 in the case of the Principal Paying Agent Agent, the Registrar and the RegistrarExchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) 23.8.2 be entitled to the payment by the Issuers relevant Issuer (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of clause 19Clause 18. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement.