Common use of Changes in Agents Clause in Contracts

Changes in Agents. 16.1 Any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent may resign its appointment without assigning any reason therefor and without being responsible for any costs (other than its own) occasioned by such resignation as the agent of the Issuer hereunder and/or in relation to any Series of Notes upon the expiration of not less than thirty days' notice to that effect by such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent to the Issuer (with a copy to the Trustee and, if necessary, to the Agent) provided, however, that: (a) in relation to any Series of Notes any such notice which would otherwise expire within thirty days before or after the maturity date of such Series or any interest or other payment date in relation to any such Series shall be deemed, in relation to such Series only, to expire on the thirtieth day following such maturity date or, as the case may be, such interest or other payment date; and (b) in respect of any Series of Notes, in the case of the Principal Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, with its specified office in a European city or, so long as such Notes are admitted to trading on the Luxembourg Stock Exchange and/or, listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation system, the Paying Agent, the Transfer Agent or the Registrar with its specified office in Luxembourg and/or in such other place as may be required by the rules of such listing authority, stock exchange and/or quotation system, or, in the circumstances described in Condition 9A.4, the Paying Agent with its specified office in New York City, such resignation shall not be effective until a successor thereto has, with the prior written approval of the Trustee, been appointed by the Issuer as the agent of the Issuer in relation to such Series of Notes or in accordance with Clause 16.5 and notice of such appointment has been given in accordance with the Conditions. 16.2 The Issuer may revoke its appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent as its agent hereunder and/or in relation to any Series of Notes by not less than thirty days' notice to that effect to such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent (with a copy to the Trustee and, if necessary, the Principal Paying Agent) provided, however, that in respect of any Series of Notes, in the case of the Principal Paying Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, with its specified office in a continental European city or, so long as such Notes are admitted to trading on the Luxembourg Stock Exchange and/or listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation system, the Paying Agent, Registrar or Transfer Agent with its specified office in Luxembourg and/or in such other place as may be required by the rules of such listing authority, stock exchange and/or quotation system, in the circumstances described in Condition 9A.4, the Paying Agent with its specified office in New York City, such revocation shall not be effective until a successor thereto has, with the prior written approval of the Trustee, been appointed by the Issuer as the agent of the Issuer in relation to such Series of Notes and notice of such appointment has been given in accordance with the Conditions. 16.3 The appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent as the agent of the Issuer hereunder and in relation to each relevant Series of Notes shall terminate forthwith if any of the following or similar events or circumstances shall occur or arise, namely: such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent becomes incapable of acting; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent is adjudged bankrupt or insolvent; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent; a receiver, administrator or other similar official of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 16.4 The Issuer may (and shall where necessary to comply with the Conditions) with the prior written approval of the Trustee, appoint substitute or additional agents (any such successor or additional agent shall be a reputable and experienced financial institution that complies with the eligibility requirements of the clearing systems) in relation to the Notes at any time and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 16.5 If, in relation to any Series of Notes, any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent gives notice of its resignation in accordance with Clause 16.1, the provisions of paragraph (b) of Clause 16.1 apply and by the tenth day before the expiration of such notice a successor to such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent as the agent of the Issuer in relation to such Notes has not been appointed by the Issuer, such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent may itself, following such consultation with the Issuer as may be practicable in the circumstances, and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution that complies with the eligibility requirements of the clearing systems (and which will ensure compliance with the Conditions) and give notice of such appointment in accordance with the Conditions, 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. 16.6 Upon any resignation or revocation becoming effective under this Clause 16, the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent 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 and bound by (as appropriate) the provisions of Clause 10.10, Clause 12.12, Clause 13.4, Clause 14.3, Clause 15 and this Clause 16); (b) repay forthwith to the Issuer such part of any fee paid to it in accordance with Clause 14.1 as may be agreed between the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent and the Issuer; (c) in the case of the Principal Paying Agent, deliver to the Issuer and to the successor Principal Paying Agent a copy, certified as true and up-to-date by an officer of the Principal Paying Agent, of the records maintained by it in accordance with Clause 10; (d) in the case of a Registrar, deliver to the Issuer and to the successor Registrar 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 12; (e) in the case of a Calculation Agent, deliver to the Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.3; and (f) forthwith (upon payment to it of any amount due to it in accordance with Clause 14 or Clause 15.4) transfer all moneys and papers (including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Notes, Coupons, Talons or Certificates 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. 16.7 Any corporation into which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent may be merged or converted, any corporation with which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent shall be a party, shall, to the extent permitted by applicable law and provided it shall be a reputable bank or trust company in good standing, be the successor to such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent as agent of the Issuer hereunder and in relation to the Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the other parties hereto and to the Noteholders in accordance with Condition 14. 16.8 If any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent decides to change its specified office (which may only be effected within the same city) it shall give notice to the Issuer and the Trustee (with a copy, if necessary, to the Principal Paying Agent) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty days after the date of such notice. The relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Clause 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.

Changes in Agents. 16.1 13.01 Any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent may resign its appointment without assigning any reason therefor and without being responsible for any costs (other than its own) occasioned by such resignation as the agent of the Issuer hereunder and/or in relation to any Series of Notes Instruments upon the expiration of not less than thirty days' notice to that effect by such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent to the Issuer (with a copy to the Trustee andcopy, if necessary, to the Issue and Paying Agent) providedProvided, however, that: (a) in relation to any Series of Notes Instruments any such notice which would otherwise expire within thirty days before or after the maturity date of such Series or any interest or other payment date in relation to any such Series shall be deemed, in relation to such Series only, to expire on the thirtieth day following such maturity date or, as the case may be, such interest or other payment date; and (b) in respect of any Series of NotesInstruments, in the case of the Principal Issue and Paying Agent, the Registrar Agent or the Calculation Agent, the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, with its specified office in a continental European city or, so long as such Notes Instruments are admitted to trading listed on the Luxembourg Stock Exchange and/or, listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation systemexchange, the Paying Agent, the Transfer Agent or the Registrar with its specified office in Luxembourg and/or in such other place as may be required by the rules of such listing authority, other stock exchange and/or quotation system, orexchange, in the circumstances described in Condition 9A.49A.04, the Paying Agent with its specified office in New York City, such resignation shall not be effective until a successor thereto has, with the prior written approval of the Trustee, has been appointed by the Issuer as the agent of the Issuer in relation to such Series of Notes Instruments or in accordance with Clause 16.5 13.05 and notice of such appointment has been given in accordance with the Terms and Conditions. 16.2 13.02 The Issuer may revoke its appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent as its agent hereunder and/or in relation to any Series of Notes Instruments by not less than thirty days' notice to that effect to such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent (with a copy to the Trustee and, if necessary, the Principal Paying Agent) providedProvided, however, that in respect of any Series of NotesInstruments, in the case of the Principal Issue and Paying Agent, the Registrar Agent or the Calculation Agent, the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, with its specified office in a continental European city or, so long as such Notes Instruments are admitted to trading listed on the Luxembourg Stock Exchange and/or listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation systemexchange, the Paying Agent, Registrar or Transfer Agent with its specified office in Luxembourg and/or in such other place as may be required by the rules of such listing authority, other stock exchange and/or quotation systemexchange, in the circumstances described in Condition 9A.49A.04, the Paying Agent with its specified office in New York City, such revocation shall not be effective until a successor thereto has, with the prior written approval of the Trustee, has been appointed by the Issuer as the agent of the Issuer in relation to such Series of Notes Instruments and notice of such appointment has been given in accordance with the Terms and Conditions. 16.3 13.03 The appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent as the agent of the Issuer hereunder and in relation to each relevant Series of Notes Instruments shall terminate forthwith if any of the following or similar events or circumstances shall occur or arise, namely: such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent becomes incapable of acting; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent is adjudged bankrupt or insolvent; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent; a receiver, administrator or other similar official of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 16.4 13.04 The Issuer may (and shall where necessary to comply with the Terms and Conditions) with the prior written approval of the Trustee, appoint substitute or additional agents (any such successor or additional agent shall be a reputable and experienced financial institution that complies with the eligibility requirements of the clearing systems) in relation to the Notes at any time Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 16.5 13.05 If, in relation to any Series of NotesInstruments, any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent gives notice of its resignation in accordance with Clause 16.113.01, the provisions of paragraph (b) of Clause 16.1 13.01 apply and by the tenth day before the expiration of such notice a successor to such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent as the agent of the Issuer in relation to such Notes Instruments has not been appointed by the Issuer, such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent may itself, following such consultation with the Issuer as may be practicable in the circumstances, and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution that complies with the eligibility requirements of the clearing systems (and which will ensure compliance with the Terms and Conditions) and give notice of such appointment in accordance with the Terms and Conditions, 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. 16.6 13.06 Upon any resignation or revocation becoming effective under this Clause 16Section 13, the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent 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 and bound by (as appropriate) the provisions of Clause 10.108.10, Clause 12.1210.04, Clause 13.411.03, Clause 14.3, Clause 15 Section 12 and this Clause 16Section 13); (b) repay forthwith to the Issuer such part of any fee paid to it in accordance with Clause 14.1 11.01 as may be agreed between the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent and the Issuer; (c) in the case of the Principal Issue and Paying Agent, deliver to the Issuer and to the successor Principal Issue and Paying Agent a copy, certified as true and up-to-date by an officer of the Principal Issue and Paying Agent, of the records maintained by it in accordance with Clause 10Section 8; (d) in the case of a Registrar, deliver to the Issuer and to the successor Registrar 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 12; (e) in the case of a Calculation Agent, deliver to the Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.310.03; and (fe) forthwith (upon payment to it of any amount due to it in accordance with Clause 14 Section 11 or Clause 15.412.04) transfer all moneys and papers (including any unissued Temporary Global NotesInstruments, Permanent Global NotesInstruments, Definitive NotesInstruments, CouponsReceipts, Talons Coupons or Certificates Talons) held by it hereunder) 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. 16.7 13.07 Any corporation into which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent may be merged or converted, any corporation with which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent shall be a party, shall, to the extent permitted by applicable law and provided it shall be a reputable bank or trust company in good standinglaw, be the successor to such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent as agent of the Issuer hereunder and in relation to the Notes Instruments without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the other parties hereto and to the Noteholders in accordance with Condition 14. 16.8 13.08 If any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent decides to change its specified office (which may only be effected within the same city) it shall give notice to the Issuer and the Trustee (with a copy, if necessary, to the Principal Issue and Paying Agent) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty days after the date of such notice. The relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Clause 16 Section 13 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Terms and Conditions.

Changes in Agents. 16.1 14.1 Any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar may resign its appointment without assigning any reason therefor and without being responsible for any costs (other than its own) occasioned by such resignation as the agent of the each Issuer hereunder and/or in relation to any Series the Instruments of Notes each Issuer upon the expiration of not less than thirty ninety days' prior written notice to that effect by such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent the Registrar to the each Issuer (with a copy to the Trustee andcopy, if necessary, to the Fiscal Agent) provided, however, Provided that: (a) in relation to any Series of Notes any such notice which would otherwise expire within thirty fifteen days before or after the maturity date of such any Series of Instruments or any interest or other payment date in relation to any such Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth fifteenth day following such maturity date or, as the case may be, such interest or other payment date; and (b) in respect of any Series of Notes, in the case of (i) the Principal Paying Fiscal Agent, the Registrar or the Calculation Agent, (ii) the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, or Registrar with its specified office in a European city orcontinental Europe (but outside the United Kingdom), (iii) so long as such Notes any Instruments are admitted to trading listed on the Luxembourg Stock Exchange and/or, listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation systemexchange, the Paying Agent, the Transfer Agent or the Registrar with its specified office in Luxembourg and/or in such other place as may be required by such other stock exchange, (iv) the rules Registrar in respect of such listing authorityany Series of Instruments then outstanding, stock exchange and/or quotation system, or, (v) in the circumstances described in Condition 9A.49A.04, the Paying Agent with its specified office in New York City, (vi) the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 being implemented, the Paying Agent appointed in an EU member state that is not obliged to withhold or deduct tax pursuant to any European Directive on the taxation of savings, implementing such conclusions, or (vii) in the case of Instruments issued by ACBV, the Paying Agent with its specified office outside of the European Union, such resignation shall not be effective until a successor thereto has, with (which in the prior written approval case of the Trustee, Fiscal Agent and the Registrar shall be a bank or trust company of good standing and authorised to exercise corporate trust powers) has been appointed by the relevant Issuer as the agent of the such Issuer in relation to the Instruments of such Series of Notes or in accordance with Clause 16.5 Issuer and notice of such appointment has been given in accordance with the Conditionsterms and conditions, Provided that such successor, in the case of (ii), shall have its specified office in continental Europe (but outside the United Kingdom and, in the case of (iii), shall have its specified office in Luxembourg and/or in such other place as may be required by such stock exchange. 16.2 The Issuer 14.2 Each of the Issuers may revoke its appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar as its agent hereunder and/or in relation to any Series of Notes the Instruments by not less than thirty days' notice to that effect to such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent (with a copy to the Trustee and, if necessary, the Principal Paying Agent) Registrar provided, however, that in respect of any Series of Notesthat, in the case of (i) the Principal Paying Fiscal Agent, the Registrar or the Calculation Agent, (ii) the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, or Registrar with its specified office in a continental European city orEurope (but outside the United Kingdom), (iii) so long as such Notes any Instruments are admitted to trading listed on the Luxembourg Stock Exchange and/or listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation systemexchange, the Paying Agent, Agent or Registrar or Transfer Agent with its specified office in Luxembourg and/or in such other place as may be required by such other stock exchange, (iv) the rules Registrar in respect of such listing authority, stock exchange and/or quotation system, any Series of Instruments then outstanding or (v) in the circumstances described in Condition 9A.49A.04, the Paying Agent with its specified office in New York City, (vi) the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 being implemented, the Paying Agent appointed in an EU member state that is not obliged to withhold or deduct tax pursuant to any European Directive on the taxation of savings, implementing such conclusions, or (vii) in the case of Instruments issued by ACBV, the Paying Agent with its specified office outside of the European Union, such revocation shall not be effective until a successor thereto has, with (which in the prior written approval case of the Trustee, Fiscal Agent and the Registrar shall be a bank or trust company of good standing and authorised to exercise corporate trust powers) has been appointed by the relevant Issuer as the agent of the such Issuer in relation to the Instruments of such Series of Notes Issuer and notice of such appointment has been given in accordance with the Conditionsterms and conditions, Provided that such successor, in the case of (ii), shall have its specified office in continental Europe (but outside the United Kingdom and, in the case of (iii), shall have its specified office in Luxembourg and/or in such other place as may be required by such stock exchange. 16.3 14.3 The appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar as the agent of each of the Issuer hereunder and Issuers in relation to each relevant Series of Notes the Instruments shall terminate forthwith if any of the following or similar events or circumstances shall occur or arise, namely: such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent Registrar becomes incapable of acting; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar is adjudged bankrupt or insolvent; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent; a receiver, administrator or other similar official of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 16.4 The Issuer 14.4 Each of the Issuers may (and shall where necessary to comply with the Conditionsterms and conditions applicable to any Instruments) with the prior written approval of the Trustee, appoint substitute or additional agents (any such successor or additional agent shall be a reputable and experienced financial institution that complies with the eligibility requirements of the clearing systems) in relation to the Notes at any time Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis MUTATIS MUTANDIS of this Agreement. 16.5 If, in relation to any Series of Notes, any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent gives notice of its resignation in accordance with Clause 16.1, the provisions of paragraph (b) of Clause 16.1 apply and by the tenth day before the expiration of such notice a successor to such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent as the agent of the Issuer in relation to such Notes has not been appointed by the Issuer, such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent may itself, following such consultation with the Issuer as may be practicable in the circumstances, and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution that complies with the eligibility requirements of the clearing systems (and which will ensure compliance with the Conditions) and give notice of such appointment in accordance with the Conditions, 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. 16.6 14.5 Upon any resignation or revocation becoming effective under this Clause 16Section 14, the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent 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 and bound by (as appropriate) the provisions of Clause 10.109.13, 11.11, Clause 12.1212.2, Clause 13.4, Clause 14.3, Clause 15 Section 13 and this Clause 16Section 14); (b) repay forthwith to the relevant Issuer such part of any fee paid to it as referred to in accordance with Clause 14.1 12.1 as may be agreed between the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent the Registrar and the such Issuer; (c) in the case of the Principal Paying Fiscal Agent, deliver to the relevant Issuer and to the successor Principal Paying Fiscal Agent a copy, certified as true and up-to-date by an officer of the Principal Paying Fiscal Agent, of the records maintained by it in accordance with Clause 10Section 9; (d) in the case of a Registrar, deliver to the relevant Issuer and to the successor Registrar 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 12;Section 11; and (e) in the case of a Calculation Agent, deliver to the Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.3; and (f) forthwith (upon payment to it of any amount due to it in accordance with Clause 14 or Clause 15.4) transfer all moneys and papers (including any unissued Temporary Global NotesInstruments, Permanent Global NotesInstruments, Definitive NotesInstruments, CouponsCoupons or, Talons or Certificates as the case may be, Registered Instruments 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. 16.7 14.6 Any corporation into which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar may be merged or converted, any corporation with which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar shall be a party, shall, to the extent permitted by applicable law (and provided it provided, in the case of the Fiscal Agent or any Registrar that such corporation shall be a reputable bank or trust company in of good standingstanding and authorised to execute corporate trust powers), be the successor to such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent Registrar as agent of the Issuer hereunder and Issuers in relation to the Notes Instruments 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 MUTATIS MUTANDIS of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to each of the Issuer Issuers and the other parties hereto and to the Noteholders in accordance with Condition 14hereto. 16.8 14.7 If any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar decides to change its specified office (which may only be effected within the same city) it shall give notice to each of the Issuer and the Trustee Issuers (with a copy, if necessary, to the Principal Paying Fiscal Agent) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty days after the date of such notice. The relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent Registrar shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent Registrar is to terminate pursuant to any of the foregoing provisions of this Clause 16 Section 14 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditionsterms and conditions.

Changes in Agents. 16.1 14.1 Any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent the Registrar may resign its appointment without assigning any reason therefor and without being responsible for any costs (other than its own) occasioned by such resignation as the agent of the Issuer hereunder and/or SEK in relation to any Series of Notes the Instruments upon the expiration of not less than thirty days' ’ notice to that effect by such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent the Registrar to the Issuer SEK (with a copy to the Trustee andcopy, if necessary, to the Fiscal Agent) provided, however, Provided that: (a) in relation to any Series of Notes any such notice which would otherwise expire within thirty days before or after the maturity date of such Series any series of Instruments or any interest or other payment date in relation to any such Series series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such maturity date or, as the case may be, such interest or other payment date; and (b) in respect of any Series of Notes, in the case of the Principal Paying Agent, the Registrar or the Calculation Fiscal Agent, the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, or Registrar with its specified office in a European city oroutside the United Kingdom, so long as such Notes any Instruments are admitted to trading on the regulated market of the Luxembourg Stock Exchange and/or, listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation systemExchange, the Paying Agent, the Transfer Agent or the Registrar with its specified office in Luxembourg (if so required by the listing rules of the Luxembourg Stock Exchange), or so long as any Instruments are admitted to trading, listing and/or quotation by any stock exchange, listing authority and/or quotation system, the Paying Agent or Registrar with its specified office in a major city in the jurisdiction in which such other place as may be stock exchange, listing authority and/or quotation system operates (if so required by the rules of such stock exchange, listing authority, stock exchange authority and/or quotation system, or, in the circumstances described in Condition 9A.4, the Paying Agent with its specified office in New York City), such resignation shall not be effective until a successor thereto has, with the prior written approval of the Trustee, been appointed by the Issuer as the agent of the Issuer SEK in relation to such Series of Notes the Instruments has been appointed by SEK or in accordance with Clause 16.5 14.5 and notice of such appointment has been given in accordance with the ConditionsCondition 18 (Notices). 16.2 The Issuer 14.2 SEK may revoke its appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar as its agent hereunder and/or in relation to any Series of Notes the Instruments by not less than thirty days' ’ notice to that effect to such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent (with a copy to the Trustee and, if necessary, the Principal Paying Agent) provided, however, that in respect of any Series of NotesRegistrar Provided that, in the case of the Principal Paying Agent, the Registrar or the Calculation Fiscal Agent, the only remaining Paying Agent oror Registrar with its specified office outside the United Kingdom, so long as any Instruments are admitted to trading on the case may beregulated market of the Luxembourg Stock Exchange, the only remaining Transfer AgentPaying Agent or Rexxxxxxx with its specified office in Luxembourg (if so required by the listing rules of the Luxembourg Stock Exchange), or so long as any instruments are admitted to trading, listing and/or quotation by any stock exchange, listing authority and/or quotation system, the Paying Agent or Registrar with its specified office in a continental European major city orin the jurisdiction in which such stock exchange, so long as such Notes are admitted to trading on the Luxembourg Stock Exchange and/or listed, traded and/or quoted on any other listing authority, stock exchange authority and/or quotation system, the Paying Agent, Registrar or Transfer Agent with its specified office in Luxembourg and/or in such other place as may be system operates (if so required by the rules of such stock exchange, listing authority, stock exchange authority and/or quotation system, in the circumstances described in Condition 9A.4, the Paying Agent with its specified office in New York City), such revocation shall not be effective until a successor thereto has, with the prior written approval of the Trustee, been appointed by the Issuer as the agent of the Issuer SEK in relation to such Series of Notes the Instruments has been appointed by SEK and notice of such appointment has been given in accordance with the ConditionsCondition 18 (Notices). 16.3 14.3 The appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar as the agent of the Issuer hereunder and SEK in relation to each relevant Series of Notes the Instruments shall terminate forthwith if any of the following or similar events or circumstances shall occur or arise, namely: such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent Registrar becomes incapable of acting; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar is adjudged bankrupt or insolvent; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent; a receiver, administrator or other similar official of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 16.4 The Issuer 14.4 SEK may (and shall where necessary to comply with the Conditions) with the prior written approval of the Trustee, appoint substitute or additional agents (any such successor or additional agent shall be a reputable and experienced financial institution that complies with the eligibility requirements of the clearing systems) in relation to the Notes at any time Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents 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. 16.5 If, in relation to any Series of Notes, 14.5 If any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar gives notice of its resignation in accordance with Clause 16.1, the provisions of paragraph (b) of Clause 16.1 apply 14.1 and by the tenth day before the expiration of such notice a successor to such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar as the agent of the Issuer SEK in relation to such Notes the Instruments has not been appointed by the IssuerSEK, such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar may itself, following such consultation with the Issuer SEK as may be practicable in the circumstances, and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution that complies with the eligibility requirements of the clearing systems (and which will ensure compliance with the Conditions) and give notice of such appointment in accordance with the ConditionsCondition 18 (Notices), 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. 16.6 14.6 Upon any resignation or revocation becoming effective under this Clause 1614, the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent 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 and bound by (as appropriate) the provisions of Clause 10.1012.3, Clause 12.12, Clause 13.4, Clause 14.3, Clause 15 13 and this Clause 1614); (b) repay forthwith to the Issuer SEK such part of any fee paid to it in accordance with Clause 14.1 12.1 as may be agreed between the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent and the Issuershall relate to any period thereafter; (c) in the case of the Principal Paying Fiscal Agent, deliver to the Issuer SEK and to the its successor Principal Paying Agent a copy, certified as true and up-to-date by an officer of the Principal Paying Fiscal Agent, of the records maintained by it in accordance with Clause 109; (d) in the case of a the Registrar, deliver to the Issuer SEK and to the its successor Registrar a copy, certified as true and up-to-date by an officer of such the Registrar, of each of the Registers and other records maintained by it in accordance with Clause 12; (e) in the case of a Calculation Agent, deliver to the Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.310; and (fe) forthwith (upon payment to it of any amount due to it in accordance with Clause 14 12 or Clause 15.413.4) transfer all moneys and papers (including any unissued Temporary Global NotesInstrument, Definitive Instruments, Permanent Global NotesInstrument, Definitive NotesInstruments, Coupons, Talons Coupons or Certificates Instrument Certificate 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. 16.7 14.7 Any corporation into which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar may be merged or converted, any corporation with which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar shall be a party, shall, to the extent permitted by applicable law and provided it shall be a reputable bank or trust company in good standinglaw, be the successor to such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent Registrar as agent of the Issuer hereunder and SEK in relation to the Notes Instruments 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 SEK and the other parties hereto and to the Noteholders in accordance with Condition 14hereto. 16.8 If any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent decides to change its specified office (which may only be effected within the same city) it shall give notice to the Issuer and the Trustee (with a copy, if necessary, to the Principal Paying Agent) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty days after the date of such notice. The relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent is to terminate pursuant to any of the foregoing provisions of this Clause 16 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditions.

Changes in Agents. 16.1 14.1 Any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar may resign its appointment without assigning any reason therefor and without being responsible for any costs (other than its own) occasioned by such resignation as the agent of the Issuer hereunder and/or in relation to any Series the Instruments of Notes the Issuer upon the expiration of not less than thirty ninety days' ’ prior written notice to that effect by such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent the Registrar to the Issuer (with a copy to the Trustee andcopy, if necessary, to the Fiscal Agent) provided, however, Provided that: (a) in relation to any Series of Notes any such notice which would otherwise expire within thirty fifteen days before or after the maturity date of such any Series of Instruments or any interest or other payment date in relation to any such Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth fifteenth day following such maturity date or, as the case may be, such interest or other payment date; and (b) in respect of any Series of Notes, in the case of (i) the Principal Paying Fiscal Agent, the Registrar or the Calculation Agent, (ii) the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, or Registrar with its specified office in a European city orcontinental Europe (but outside the United Kingdom), (iii) so long as such Notes any Instruments are admitted to trading listed on the Luxembourg Stock Exchange and/or, listed, traded SWX and/or quoted on any other listing authority, stock exchange and/or quotation systemexchange, the Paying Agent, the Transfer Agent or the Registrar with its specified office in Zurich and Luxembourg respectively, and/or in such other place as may be required by such other stock exchange, (iv) the rules Registrar in respect of such listing authorityany Series of Instruments then outstanding, stock exchange and/or quotation system, or, (v) in the circumstances described in Condition 9A.49A.04, the Paying Agent with its specified office in New York City, or (vi) a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN council meeting of 26-27 November 2000; such resignation shall not be effective until a successor thereto has, with (which in the prior written approval case of the Trustee, Fiscal Agent and the Registrar shall be a bank or trust company of good standing and authorised to exercise corporate trust powers) has been appointed by the relevant Issuer as the agent of the such Issuer in relation to the Instruments of such Series of Notes or in accordance with Clause 16.5 Issuer and notice of such appointment has been given in accordance with the Conditionsterms and conditions, Provided that such successor, in the case of (ii), shall have its specified office in continental Europe (but outside the United Kingdom and, in the case of (iii), shall which must be a bank or a securities dealer that is subject to supervision by the Swiss Federal Banking Commission and have its specified office in Switzerland and/or in such other place as may be required by SWX. 16.2 14.2 The Issuer may revoke its appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar as its agent hereunder and/or in relation to any Series of Notes the Instruments by not less than thirty days' ’ notice to that effect to such Paying Agent or, as the case may be, such Registrar, Transfer Agent or Calculation Agent (with a copy to the Trustee and, if necessary, the Principal Paying Agent) Registrar provided, however, that in respect of any Series of Notesthat, in the case of of (i) the Principal Paying Fiscal Agent, the Registrar or the Calculation Agent, (ii) the only remaining Paying Agent or, as the case may be, the only remaining Transfer Agent, or Registrar with its specified office in a continental European city orEurope (but outside the United Kingdom), (iii) so long as such Notes any Instruments are admitted to trading listed on the Luxembourg Stock Exchange SWX and/or listed, traded and/or quoted on any other listing authority, stock exchange and/or quotation systemexchange, the Paying Agent, Agent or Registrar or Transfer Agent with its specified office in Luxembourg Switzerland and/or in such other place as may be required by such other stock exchange, (iv) the rules Registrar in respect of such listing authority, stock exchange and/or quotation system, any Series of Instruments then outstanding or (v) in the circumstances described in Condition 9A.49A.04, the Paying Agent with its specified office in New York City, or (vi) a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN council meeting of 26-27 November 2000; such revocation shall not be effective until a successor thereto has, with (which in the prior written approval case of the Trustee, Fiscal Agent and the Registrar shall be a bank or trust company of good standing and authorised to exercise corporate trust powers) has been appointed by the Issuer as the agent of the Issuer in relation to such Series the Instruments of Notes the Issuer and notice of such appointment has been given in accordance with the Conditionsterms and conditions, Provided that such successor, in the case of (ii), shall have its specified office in continental Europe (but outside the United Kingdom) and, in the case of (iii), which must be a bank or a securities dealer that is subject to supervision by the Swiss Federal Banking commission and have its specified office in Switzerland and/or in such other place as may be required by SWX. 16.3 14.3 The appointment of any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar as the agent of the Issuer hereunder and in relation to each relevant Series of Notes the Instruments shall terminate forthwith if any of the following or similar events or circumstances shall occur or arise, namely: such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent Registrar becomes incapable of acting; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar is adjudged bankrupt or insolvent; such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent; a receiver, administrator or other similar official of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 16.4 14.4 The Issuer may (and shall where necessary to comply with the Conditionsterms and conditions applicable to any Instruments) with the prior written approval of the Trustee, appoint substitute or additional agents (any such successor or additional agent shall be a reputable and experienced financial institution that complies with the eligibility requirements of the clearing systems) in relation to the Notes at any time Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 16.5 If, in relation to any Series of Notes, any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent gives notice of its resignation in accordance with Clause 16.1, the provisions of paragraph (b) of Clause 16.1 apply and by the tenth day before the expiration of such notice a successor to such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent as the agent of the Issuer in relation to such Notes has not been appointed by the Issuer, such Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent may itself, following such consultation with the Issuer as may be practicable in the circumstances, and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution that complies with the eligibility requirements of the clearing systems (and which will ensure compliance with the Conditions) and give notice of such appointment in accordance with the Conditions, 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. 16.6 14.5 Upon any resignation or revocation becoming effective under this Clause 16Section 14, the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent 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 and bound by (as appropriate) the provisions of Clause 10.109.13, 11.11, Clause 12.1212.2, Clause 13.4, Clause 14.3, Clause 15 13 and this Clause 1614); (b) repay forthwith to the Issuer such part of any fee paid to it as referred to in accordance with Clause 14.1 12.1 as may be agreed between the relevant Paying Agent or, as the case may be, Registrar, Transfer Agent or Calculation Agent the Registrar and the Issuer; (c) in the case of the Principal Paying Fiscal Agent, deliver to the Issuer and to the successor Principal Paying Fiscal Agent a copy, certified as true and up-to-date by an officer of the Principal Paying Fiscal Agent, of the records maintained by it in accordance with Clause 109; (d) in the case of a Registrar, deliver to the Issuer and to the successor Registrar 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 12;11; and (e) in the case of a Calculation Agent, deliver to the Issuer and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 13.3; and (f) forthwith (upon payment to it of any amount due to it in accordance with Clause 14 or Clause 15.4) transfer all moneys and papers (including any unissued Temporary Global NotesInstruments, Permanent Global NotesInstruments, Definitive NotesInstruments, CouponsCoupons or, Talons or Certificates as the case may be, Registered Instruments 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. 16.7 14.6 Any corporation into which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar may be merged or converted, any corporation with which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar shall be a party, shall, to the extent permitted by applicable law (and provided it provided, (i) in the case of the Fiscal Agent or any Registrar that such corporation shall be a reputable bank or trust company of good standing and authorised to execute corporate trust powers (ii) in good standingregard to the Paying Agent with a specified office in Switzerland the resulting corporation shall be a bank or a securities dealer that is subject to supervision by the Swiss Federal Banking Commission), be the successor to such Paying Agent or, as the case may be, the Registrar, Transfer Agent or Calculation Agent Registrar as agent of the Issuer hereunder and in relation to the Notes Instruments without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the other parties hereto and to the Noteholders in accordance with Condition 14hereto. 16.8 14.7 If any Paying Agent, the Registrar, the Transfer Agent or any Calculation Agent Registrar decides to change its specified office (which may only be effected within the same city) it shall give notice to the Issuer and the Trustee (with a copy, if necessary, to the Principal Paying Fiscal Agent) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty days after the date of such notice. The relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent Registrar shall at its own expense not less than fourteen days prior to the date on which such change is to take effect (unless the appointment of the relevant Paying Agent, Registrar, Transfer Agent or Calculation Agent Registrar is to terminate pursuant to any of the foregoing provisions of this Clause 16 Section 14 on or prior to the date of such change) publish or cause to be published notice thereof in accordance with the Conditionsterms and conditions.