Common use of Changes in Agents Clause in Contracts

Changes in Agents. 10.1 Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any (1) The Registrar or Paying Agent in may (subject to sub-clause (3) below) at any time resign as Registrar by giving at least 90 days' written notice to the Issuer of such intention on its capacity as such part, specifying the date on which its desired resignation shall become effective. (2) The Registrar may (subject to sub-clause (3) below) be removed at any time by the giving to it of Issuer on at least 30 45 days’ ' written notice to that effect the Registrar, signed on behalf of the Issuer and specifying such removal and the date on which such removal when it shall become effective. . (3) Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice resignation under sub-clause (unless the Issuer agrees to accept less notice1) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal under sub-clauses (2) or (4) shall only take effect within 30 days before or after any payment date and, in upon the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed appointment by the Issuer as hereinafter provided, of a successor Registrar and such Agent has accepted such appointment. Any change (other than in any Agent shall cases of insolvency of the Registrar) on the expiry of the notice to be notified by the Issuer to the other Agentsgiven under Clause 12. The Issuer agrees with each Agent the Registrar that if if, by the day falling 10 ten days before the expiry of any noticenotice under sub-clause (1), the Issuer it has not appointed a successor AgentRegistrar, then the Agent Registrar shall be entitled entitled, on behalf of the Issuer Issuer, to appoint as a successor Agent Registrar in its place a reputable financial institutioninstitution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). 10.2 (4) In case at any time the Registrar resigns, or is removed, or becomes incapable or acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit or its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Registrar, which shall be a reputable financial institution in good standing may be appointed by the Issuer by an instrument in writing filed with the successor Registrar. Upon the appointment as aforesaid of a successor Registrar and acceptance by the latter of such appointment and (other than in case of insolvency of the Registrar when it shall be of immediate effect) upon expiry of the notice to be given under Clause 12 the Registrar so superseded shall cease to be the Registrar hereunder. (5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Registrar, terminate the appointment of the Paying Agent at any time and/or appoint one or more further Paying Agents by giving to the Registrar and to the Paying Agent at least 45 days' written notice to that effect (other than in the case of insolvency of the Paying Agent). (6) Subject to the applicable provisions of the Conditions, the Paying Agent may resign its appointment hereunder at any time by giving the Issuer and the Registrar at least 45 days' written notice to that effect. (7) Upon its resignation or removal taking effectbecoming effective, the Registrar or the Paying Agent concerned; (a) shall hold forthwith transfer all moneys deposited with or held by it hereunder and, if applicable, the documents and records referred to in respect Clauses 6(4), (5) and (8) to its successor Agent hereunder or, if there is in the case of the Notes to the order termination of appointment of the Paying Agent no successor Paying Agent, but shall have no other duties or responsibilities hereunder and to the Registrar; and (b) shall be entitled to the payment by the Issuer of its remuneration fees and expenses for the services therefore rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.18. 10.3 (8) In case at any time any Registrar or the event of the resignation of the Paying Agent shall resign or shall be removedthe Registrar, or in the successor Registrar or Paying Agent may be appointed case of the Registrar, its removal by the Issuer by an instrument due to any of the circumstances set out in writing given to sub-clause (4) above, such Agent shall bear all reasonable costs associated with the successor Registrar or Paying Agent. Upon termination of its services and the appointment of such a successor Agent performing the relevant functions (including, but not limited to, the cost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context). (9) Upon its appointment becoming effective, a successor Registrar or and any new Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment andshall, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties rights and obligations of such its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar or (as the case may be) a Paying Agent hereunder. (10) If the Registrar or the Paying Agent determines to change its Specified Office it shall (after having, in accordance with this Agreementany such case other than a change of Specified Office within the same city, obtained the prior written approval of the Issuer thereto) give the Issuer and (if applicable) the Registrar written notice of such predecessor determination giving the address of the new Specified Office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Registrar (on behalf Agency Agreement of the Issuer) shall, at the expense of the relevant Agent, within 15 days of receipt of such notice (unless the appointment of the Registrar or the Paying Agent, if anyas the case may be, upon payment by the Issuer of any amounts due and payable is to any Agent terminate pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar above sub-clauses on or Paying Agent shall pass all records and documents held by it pursuant to this Agreement prior to the respective successor Agent. 10.5 Each Agent shall date of such change) give or cause to be given not more than 45 days' nor less than 30 days’ ' notice thereof to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, Holders in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 (a) Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 its appointment hereunder upon the expiration of not less than thirty (30) days’ written ' notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying Company (with a copy to the date on Indenture Trustee); provided, however, that any such notice which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect would otherwise expire within 30 thirty (30) days before or after the Maturity Date or any interest or other payment date and, in of a series of Notes shall be deemed to expire on the case of thirtieth (30th) day following the resignation or removal of any Registrar or Paying AgentMaturity Date or, as the case may be, such interest or other payment date with respect to such series of Notes. (b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days' notice to that effect to each of the applicable Agent and the Indenture Trustee. (c) The appointment of any Agent hereunder shall not take effect until terminate forthwith if any of the following events or circumstances shall occur or arise; namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a new Registrar voluntary petition in bankruptcy or Paying makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional Agents in relation to any such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto, and such substitute or additional agents shall thereafter, have the same rights and obligations among them as would have been the case may behad they then entered into an agreement in the form mutatis mutandis of this Indenture. (e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Issuer as hereinafter providedCompany by the tenth (10th) day before the expiration of such notice, and such Agent has accepted may itself, following such appointment. Any change in any Agent shall consultation with the Company as may be notified by practicable under the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any noticecircumstances, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a its successor Agent in its place a any reputable and experienced bank or financial institution. 10.2 Upon its resignation or removal taking effect, institution (which will ensure compliance with the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect terms and conditions of the Notes to the order in question) and give notice of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect such appointment in accordance with the terms and conditions of Clause 9.1such Notes, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. 10.3 In (f) Upon any resignation or revocation becoming effective under this Section 7.16, the relevant Agent shall: (i) be released and discharged from its obligations under this Indenture; (ii) in the case at any time any Registrar or of the Paying Agent, deliver to the Company and to the successor Paying Agent shall resign or shall be removeda copy, the successor Registrar or Paying Agent may be appointed by the Issuer certified as true and up-to-date by an instrument officer of the retiring Paying Agent, of the records maintained by it in writing given accordance with Section 3.04; (iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of the retiring Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07; (iv) in the case of the Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of the retiring Calculation Agent, of the records maintained by it in accordance with Section 7.15; and (v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all money and papers (including any unissued Global Notes and/or Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. (g) Any corporation into which any Agent may be merged or Paying converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or succession shall forthwith be given by such successor to the Company and the other parties hereto. (h) If any Agent decides to change the location of its specified office (which change in location may only be effected within the same city) it shall give notice to the Company (with a copy to the Indenture Trustee) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty (30) days after the date of such notice. The relevant Agent shall at its own expense not less than fourteen (14) days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the foregoing provisions of this Section 7.16 on or prior to the date of such change) publish or cause to be published notice thereof. Upon the appointment execution hereof and thereafter forthwith upon any change of such successor Registrar or Paying Agent and acceptance by it of such appointmentthe same, the Registrar or Paying Agent so superseded Company shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested Indenture Trustee (with all a copy to the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment ) a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 list of the Conditions, to Authorized Officers of the HoldersCompany together with certified specimen signatures of the same.

Changes in Agents. 10.1 12.1 Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, successor Agent has been appointed by the Issuer as hereinafter provided, and such successor Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the relevant Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 12.2 Upon its resignation or removal taking effect, the Paying Fiscal Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Fiscal Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.112.1. 10.3 12.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying an Agent hereunder. 10.4 12.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such its predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any such Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying an Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 12.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 12.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to DTC for communication by DTC and its participants to the Payees and, Holders in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 (a) Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 its appointment under the Indenture upon the expiration of not less than thirty (30) days’ written ' notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying Trust (with a copy to the date on Indenture Trustee); provided, however, that any such notice which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect would otherwise expire within 30 thirty (30) days before or after the Maturity Date or any interest or other payment date and, in the case of the resignation or removal of any Registrar or Paying AgentNotes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date. (b) The Trust may revoke its appointment of any Agent under the Indenture not less than thirty (30) days' notice to the applicable Agent and the Indenture Trustee to that effect. (c) The appointment of any Agent under the Indenture shall not take effect until terminate forthwith if any of the following events or circumstances shall occur or arise, namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a new Registrar voluntary petition in bankruptcy or Paying makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Trust may (and shall where necessary to comply with the terms and conditions of the Notes) appoint substitute or additional agents in relation to the Notes and shall forthwith notify the other parties to the Indenture, whereupon the parties to the Indenture and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case may behad they then entered into an agreement in the form mutatis mutandis of the Indenture. (e) If any Agent gives notice of its resignation in accordance with this Section 7.17, the provisions of paragraph (d) of Section 7.17 apply and by the tenth (10th) day before the expiration of such notice a successor to such Agent in relation to such Notes has not been appointed by the Issuer as hereinafter providedTrust, and such Agent has accepted may itself, following such appointment. Any change consultation with the Trust as may be practicable in the circumstances, appoint as its successor any Agent shall be notified by reputable and experienced bank or financial institution (which will ensure compliance with the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf terms and conditions of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect Notes) and give notice of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect such appointment in accordance with the terms and conditions of Clause 9.1the Notes, whereupon the parties to the Indenture and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of the Indenture. 10.3 In case at (f) Upon any time any Registrar resignation or Paying Agent shall resign or shall be removedrevocation becoming effective under this Section, the successor Registrar or Paying relevant Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.shall:

Changes in Agents. 10.1 Any Registrar or Paying 12.1 The Issuer may terminate the appointment of any Agent in its capacity as such may be removed at any time by the giving to it of the relevant Agent at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying . 12.2 Agent may resign at any time resign by giving the Issuer at least 90 45 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such . 12.3 No removal under Clause 12.1 or resignation or removal under Clause 12.2 shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, successor Agent has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any A successor Agent shall be notified appointed by the Issuer by an instrument in writing given to the other Agentssuccessor Agent. The Issuer agrees with each will inform the superseded Agent that if in written form about its successor Agent immediately after the appointment of a successor Agent and acceptance by the day falling 10 days before latter of such appointment. Upon the expiry appointment of any notice, the Issuer has not appointed a such successor Agent, the acceptance by it of such appointment and the expiry of the notice period set forth under Clause 12.1 or Clause 12.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. 12.4 In case of a resignation of any Agent in accordance with Clause 12.2, that Agent shall be entitled on behalf of and in consultation with the Issuer to appoint as a successor Agent in its place a reputable financial institutioninstitution having the capability to assume the function of its predecessor Agent, if the Issuer has not appointed a successor Agent by the day falling 10 days before the expiry of the notice period set forth under Clause 12.2. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the notice to be given under Clause 12.2, the Agent so superseded shall cease to be an Agent hereunder. 10.2 12.5 Notwithstanding the foregoing, the Issuer may terminate the appointment of any Agent at any time with immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or shall admit in writing its inability to pay or meet its debts as they severally mature, or shall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if an order of any court shall be entered approving any petition filed by or against the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any similar legislation, or the Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor Agent in written form, such appointment becoming effective with its acceptance by the successor Agent. Until the effectiveness of the appointment of the successor Agent all rights and duties of any such Agent hereunder will be assumed by the Issuer. 12.6 Any Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 12.7 Upon its resignation or removal taking effect, the Paying Fiscal Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Fiscal Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.112.3. 10.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 12.8 Each Agent shall give not less than 30 days’ written notice to the Issuer of any proposed change in its specified office. 10.6 The 12.9 Any change in any Agent shall be notified by the Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, other Agents and to DTC for communication by DTC and its participants to the Holders in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ ' written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ ' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ ' notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § Section 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf 23.1 Each of the Issuer specifying Fiscal Agent and the date on which such removal shall become effective. Any Registrar or Paying Agent may (subject as provided in subclause 23.4) at any time resign by giving at least 90 days’ ' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such its resignation shall become effective. , without giving any reason. 23.2 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective. 23.3 Notwithstanding the foregoingprovisions of Clause 23.4, no such resignation or removal shall take effect within 30 days before if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment date andof its debts, in (h) has an order of any court entered approving any petition filed by or against it under the case provisions of any applicable bankruptcy or insolvency law or (i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be given to the Noteholders under Condition 14 as soon as practicable thereafter. 23.4 Any resignation under subclause 23.1 or removal of any the Fiscal Agent or the Registrar under subclause 23.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Paying AgentRegistrar, as the case may be, shall not take effect until a new Registrar or Paying Agent, as and (other than in cases of termination under clause 23.3) on the case may be, has been appointed by expiry of the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change applicable notice to be given in any Agent shall be notified by the Issuer to the other Agentsaccordance with this Clause 23. The Issuer agrees with each the Fiscal Agent and the Registrar that if if, by the day falling 10 days before the expiry of any noticenotice to be delivered in accordance with this Clause 23, the Issuer has not appointed a successor AgentFiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall be entitled entitled, on behalf of the Issuer Issuer, to appoint in its place as a successor Fiscal Agent in its place or Registrar, as the case may be, a reputable financial institutioninstitution of good standing which the Issuer shall approve; the Issuer's approval not to be reasonably withheld. 10.2 23.5 Subject to subclause 23.3, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect. 23.6 Upon its resignation or removal taking effectbecoming effective, an Agent shall: (a) in the Paying case of the Fiscal Agent shall hold and the Registrar, immediately transfer all moneys deposited with or moneys, and records held by it hereunder under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 18. 23.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 23.8 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 Fiscal Agent or the Registrar) 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 order Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of the successor Paying Agentany Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities hereunder and shall be entitled under this Agreement. 23.9 Following any change to the payment by Agents (whether following a resignation, termination or any other reason), the Issuer Fiscal Agent (on behalf of its remuneration for services rendered hereunder and at the expense of the Issuer) shall give, within 30 days of such change, notice of such fact to the reimbursement of its expenses incurred up to its resignation or removal taking effect Noteholders in accordance with the terms of Clause 9.1Condition 14. 10.3 In case 23.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, 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 Fiscal Agent and have been returned to the Issuer: (a) there will at any time any all times be a Fiscal Agent and a Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent (which may be appointed the same entity); (b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the Issuer by an instrument in writing given to rules and regulations of the successor Registrar relevant stock exchange or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to other relevant authority; and (c) there will at all times be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by a jurisdiction other than the jurisdiction in which the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.incorporated..

Changes in Agents. 10.1 Any Registrar 20.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent 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 (c) there will at all times be a Paying Agent in its capacity as such may be removed at any time by a jurisdiction within Europe, other than the giving to it of at least 30 days’ written notice to that effect signed on behalf of jurisdiction in which the Issuer specifying is incorporated. In addition, the date on which such removal Issuer shall become effectiveimmediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4 (Payments - General provisions applicable to payments). Any Registrar variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 13 (Notices).‌ 20.2 The Principal Paying Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days’ ' prior written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such its resignation shall become effective. Notwithstanding effective.‌ 20.3 The Principal Paying Agent may (subject as provided in subclause 20.4) be removed at any time by the foregoing, no such resignation or Issuer on at least 45 days' prior notice in writing from the Issuer specifying the date when the removal shall take effect within 30 days before or after any payment date and, in the case of the become effective.‌ 20.4 Any resignation under subclause 20.2 or removal of any Registrar the Principal Paying Agent under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuer of a successor Principal Paying Agent and (other than in cases of insolvency of the Principal Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent when it shall be notified by of immediate effect) on the Issuer expiry of the notice to the other Agentsbe given under clause 22. The Issuer agrees with each the Principal Paying Agent that if if, by the day falling 10 days before the expiry of any noticenotice under subclause 20.2, the Issuer has not appointed a successor Agent, Principal Paying Agent then the Principal Paying Agent shall be entitled entitled, on behalf of the Issuer Issuer, to appoint in its place as a successor Principal Paying Agent in its place a reputable financial institutioninstitution of good standing which the Issuer shall approve in writing.‌ 20.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 22, the Agent so superseded shall cease to be an Agent under this Agreement. 10.2 20.6 Subject to subclause 20.1, the Issuer may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' prior notice in writing to that effect (other than in the case of insolvency when it shall be of immediate effect). 20.7 Subject to subclause 20.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Principal Paying Agent at least 45 days' prior written notice to that effect. 20.8 Upon its resignation or removal taking effectbecoming effective, an Agent shall: (a) in the case of the Principal Paying Agent shall hold Agent, as promptly as practicable transfer all moneys deposited with or and records held by it hereunder in respect of the Notes under this Agreement to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall ; and (b) be entitled to the payment by the Issuer of its remuneration for services rendered hereunder the commissions, fees and to the reimbursement expenses payable in respect of its expenses incurred up to its resignation or removal taking effect services under this Agreement before termination in accordance with the terms of Clause 9.1clause 15. 10.3 In case at any time any Registrar 20.9 Upon its appointment becoming effective, a successor or Paying new Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment andshall, without any further actaction, deed or conveyance, it shall become vested with all the authoritiesauthority, rights, powers, immunities, duties and obligations of such its predecessor or, as the case may be, an Agent with like the same effect as if originally named as Registrar or Paying an Agent under this Agreement. 20.10 Notwithstanding any other provision in accordance with 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 predecessor FATCA Withholding would not have arisen but for the Agent or relevant Paying AgentAgent not being or having ceased to be a person to whom any payments due on the Notes are free from FATCA Withholding, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall will be entitled to receive, all moneys, documents terminate the Agent or the relevant Paying Agent without notice and records held by it hereunder. On the such termination of its appointment a Registrar will be effective from any such time specified in writing to such Agent or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf 23.1 Each of the Issuer specifying Fiscal Agent and the date on which such removal shall become effective. Any Registrar or Paying Agent may (subject as provided in subclause 23.4) at any time resign by giving at least 90 days’ ' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such its resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after without giving any payment date and, in the case reason. 23.2 Each of the resignation or removal of Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed time by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change on at least 45 days' notice in any Agent shall be notified by writing from the Issuer to specifying the other Agents. The Issuer agrees with each Agent that if by date when the day falling 10 days before removal shall become effective.‌‌‌ 23.3 Notwithstanding the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms provisions of Clause 9.1. 10.3 In case 23.4, if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any Registrar applicable due date (or, on or Paying Agent shall resign or shall be removedafter such due date, the successor Registrar or Paying Agent cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has an order of any court entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or (i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon may forthwith terminate the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any notice of such successor Paying Agent termination shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 Noteholders under Condition 14 as soon as practicable thereafter.‌ 23.4 Any resignation under subclause 23.1 or removal of the Conditions, to Fiscal Agent or the Holders.Registrar under subclause

Changes in Agents. 10.1 (1) Any Registrar or Paying Agent may (subject as provided in sub-clause (3) below) at any time resign in its capacity as such by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective. (2) Any Agent may (subject as provided in sub-clause (3) below) be removed at any time by the giving to Issuer on at least 45 days' notice by the filing with it of at least 30 days’ written notice to that effect an instrument in writing signed on behalf of the Issuer specifying such removal and the date on which such removal when it shall become effective. . (3) Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice resignation under sub-clause (unless the Issuer agrees to accept less notice1) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal under sub-clauses (2) or (4) shall only take effect within 30 days before or after any payment date and, in upon the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed appointment by the Issuer as hereinafter provided, of a successor Agent and such Agent has accepted such appointment. Any change (other than in cases of insolvency of any Agent shall Agent) on the expiry of the notice to be notified by the Issuer to the other Agentsgiven under Clause 14. The Issuer agrees with each Agent that if if, by the day falling 10 ten days before the expiry of any noticenotice under sub-clause (1), the Issuer it has not appointed a successor Agent, then the resigning Agent shall be entitled entitled, on behalf of the Issuer Issuer, to appoint as a successor Agent in its place a reputable financial institutioninstitution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). 10.2 (4) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged insolvent, or files a voluntary petition in insolvency or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, a successor Agent, which shall be a reputable financial institution of good standing may be appointed by the Issuer by an instrument in writing filed with the successor Agent. Upon the appointment as aforesaid of a successor Agent and acceptance by the latter of such appointment and (other than in case of insolvency of an Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 14 the Agent so superseded shall cease to be an Agent hereunder. (5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with Deutsche Bank, appoint one or more further Paying Agents or Calculation Agents by giving to Deutsche Bank at least 45 days' notice in writing to that effect. (6) Upon its resignation or removal taking effectbecoming effective, the Paying Agent concerned: (a) shall hold forthwith transfer all moneys deposited with or held by it hereunder and, if applicable, the documents and records referred to in respect of the Notes Clauses 6(5), (6) and 7 (1) to the order of the its successor Paying Agent, but shall have no other duties or responsibilities hereunder and Agent hereunder; and (b) shall be entitled to the payment by the Issuer of its remuneration fees and expenses for the services therefore rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.110. 10.3 (7) In the event of the resignation of any Agent or in the case at of the removal of any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument required as a result of the occurrence of any of the circumstances set out in writing given to sub-clause (4) above, such Agent shall bear all reasonable costs associated with the successor Registrar or Paying Agent. Upon termination of its services and the appointment of such a successor Registrar or Paying Agent and acceptance by it of such appointmentperforming the relevant functions (including, but not limited to, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereundercost of all required publications, agency fees and legal fees, if any, for the preparation and execution of any necessary documents in this context). 10.4 Any (8) Upon its appointment becoming effective, a successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment andshall, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties rights and obligations of such its predecessor with like effect as if originally named as Registrar or Agent in such capacity hereunder. (9) lf any Agent determines to change its specified office it shall (after having, in any such case other than a change of specified office within the same city, obtained the prior written approval of the Issuer thereto) give to the Issuer and the other Agents written notice of such determination giving the address of the new specified office and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Relevant Principal Paying Agent in accordance with this Agreement(on behalf of the Issuer) shall, and such predecessor Paying at the expense of the relevant Agent, if any, upon payment by within 15 days of receipt of such notice (unless the Issuer appointment of any amounts due and payable the relevant Agent is to any Agent terminate pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar above sub-clauses on or Paying Agent shall pass all records and documents held by it pursuant to this Agreement prior to the respective successor Agent. 10.5 Each Agent shall date of such change) give or cause to be given not more than 45 days' nor less than 30 days’ ' notice thereof to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, Holders in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar 21.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Fiscal Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Fiscal Agent with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Fiscal Agent; and (c) there will at all times be a Paying Agent in its capacity as such may be removed at any time by a jurisdiction within Europe, other than the giving to it of at least 30 days’ written notice to that effect signed on behalf of jurisdiction in which the Issuer specifying is incorporated. In addition, the date on which such removal Issuer shall become effectiveimmediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4 (Payments – General provisions applicable to payments). Any Registrar variation, termination, appointment or Paying change shall only take effect (other than in the case of insolvency (as provided in subclause 21.5), 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 13 (Notices). 21.2 The Fiscal Agent may (subject as provided in subclause 21.4) at any time resign by giving at least 90 45 days’ ' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such its resignation shall become effective. Notwithstanding . 21.3 The Fiscal Agent may (subject as provided in subclause 21.4) be removed at any time by the foregoing, no such resignation or Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall take effect within 30 days before or after any payment date and, in the case of the become effective. 21.4 Any resignation under subclause 21.2 or removal of any Registrar the Fiscal Agent under subclauses 21.3 or Paying Agent, as the case may be, 21.5 shall not only take effect until a new Registrar or Paying Agent, as upon the case may be, has been appointed appointment by the Issuer as hereinafter provided, of a successor Fiscal Agent and such Agent has accepted such appointment. Any change (other than in any Agent shall cases of insolvency of the Fiscal Agent) on the expiry of the notice to be notified by the Issuer to the other Agentsgiven under clause 23. The Issuer agrees with each the Fiscal Agent that if if, by the day falling 10 days before the expiry of any noticenotice under subclause 21.2, the Issuer has not appointed a successor Agent, Fiscal Agent then the Fiscal Agent shall be entitled entitled, on behalf of the Issuer Issuer, to appoint in its place as a successor Fiscal Agent in its place a reputable financial institutioninstitution of good standing which the Issuer shall approve. 10.2 21.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 23, the Agent so superseded shall cease to be an Agent under this Agreement. 21.6 Subject to subclause 21.1, the Issuer may, after prior consultation with the Fiscal Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Fiscal Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 21.7 Subject to subclause 21.1, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect. 21.8 Upon its resignation or removal taking effectbecoming effective, an Agent shall: (a) in the Paying Agent shall hold case of the Fiscal Agent, immediately transfer all moneys deposited with or and records held by it hereunder in respect of the Notes under this Agreement to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall ; and (b) be entitled to the payment by the Issuer of its remuneration for services rendered hereunder the commissions, fees and to the reimbursement expenses payable in respect of its expenses incurred up to its resignation or removal taking effect services under this Agreement before termination in accordance with the terms of Clause 9.1clause 16. 10.3 In case at any time any Registrar 21.9 Upon its appointment becoming effective, a successor or Paying new Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment andshall, without any further actaction, deed or conveyance, it shall become vested with all the authoritiesauthority, rights, powers, immunities, duties and obligations of such its predecessor or, as the case may be, an Agent with like the same effect as if originally named as Registrar or Paying an Agent in accordance with under this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 (a) Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 its appointment under the Indenture upon the expiration of not less than thirty (30) days’ written ' notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying Trust (with a copy to the date on Indenture Trustee); provided, however, that any such notice which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect would otherwise expire within 30 thirty (30) days before or after the Maturity Date or any interest or other payment date and, in the case of the resignation or removal of any Registrar or Paying AgentNotes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date. (b) The Trust may revoke its appointment of any Agent under the Indenture by giving not less than thirty (30) days' notice to the applicable Agent and the Indenture Trustee to that effect. (c) The appointment of any Agent under the Indenture shall not take effect until terminate forthwith if any of the following events or circumstances shall occur or arise, namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a new Registrar voluntary petition in bankruptcy or Paying makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Trust may (and shall where necessary to comply with the terms and conditions of the Notes) appoint substitute or additional agents in relation to the Notes and shall forthwith notify the other parties to the Indenture, whereupon the parties to the Indenture and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case may behad they then entered into an agreement in the form mutatis mutandis of the Indenture. (e) If any Agent gives notice of its resignation in accordance with this Section 7.17, the provisions of paragraph (d) of Section 7.17 apply and by the tenth (10th) day before the expiration of such notice a successor to such Agent in relation to such Notes has not been appointed by the Issuer as hereinafter providedTrust, and such Agent has accepted may itself, following such appointment. Any change consultation with the Trust as may be practicable in the circumstances, appoint as its successor any Agent shall be notified by reputable and experienced bank or financial institution (which will ensure compliance with the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf terms and conditions of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect Notes) and give notice of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect such appointment in accordance with the terms and conditions of Clause 9.1the Notes, whereupon the parties to the Indenture and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of the Indenture. 10.3 In case at (f) Upon any time any Registrar resignation or Paying Agent shall resign or shall be removedrevocation becoming effective under this Section, the successor Registrar or Paying relevant Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.shall:

Changes in Agents. 10.1 Any Registrar or Paying 15.1 The Issuer may terminate the appointment of any Agent in its capacity as such may be removed at any time by giving the giving to it of relevant Agent at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. . 15.2 Any Registrar or Paying Agent may resign at any time resign by giving the Issuer at least 90 45 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such . 15.3 No removal under Clause 15.1 or resignation or removal under Clause 15.2 shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, successor Agent has been appointed by the Issuer as hereinafter providedor, in accordance with Clause 15.4, on behalf of the Issuer and such Agent has accepted such appointment. Any change in any A successor Agent shall be notified appointed by the Issuer by an instrument in writing given to the other Agentssuccessor Agent. The Issuer agrees with each will inform the superseded Agent that if in written form about its successor Agent immediately after the appointment of such successor Agent and acceptance by the day falling 10 days before latter of such appointment. Upon the expiry appointment of any notice, the Issuer has not appointed a such successor Agent, the acceptance by it of such appointment and the expiry of the notice period set forth under Clause 15.1 or Clause 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. 15.4 In case of a removal of any Agent in accordance with Clause 15.1 or in case of a resignation of any Agent in accordance with Clause 15.2, that Agent shall be entitled on behalf of and in consultation with the Issuer to appoint as a successor Agent in its place a reputable financial institutioninstitution having the capability to assume the function of its predecessor Agent, if the Issuer has not appointed a successor Agent by the day falling 10 days before the expiry of the notice period set forth under Clause 15.1 or 15.2, respectively. The Agent will inform the Issuer in written form about its successor Agent immediately after the appointment of such successor Agent and acceptance by the latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it of such appointment and the expiry of the notice to be given under Clause 15.1 or 15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder. The relevant Agent will bear all its costs incurred by its resignation. 10.2 15.5 Notwithstanding the foregoing, the Issuer may terminate the appointment of any Agent at any time with immediate effect and without notice (fristlos) by an instrument in writing if such Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to properly perform its duties under this Agreement, or shall admit in writing its inability to pay or meet its debts as they severally mature, or shall be subject to a banking moratorium declared under any law, or shall make an assignment or an arrangement for the benefit of its creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become or be declared bankrupt or insolvent, or if an order of any court shall be entered approving any petition filed by or against the Agent or any affiliated company of such Agent under the provisions of the relevant bankruptcy legislation or under the provisions of any similar legislation, or the Agent or any affiliated company of such Agent shall consent to the appointment of a receiver or an administrator of all or any substantial part of its property or such receiver or administrator shall be appointed, or if any public officer shall take charge or control of the Agent or any affiliated company of such Agent or of its property or affairs, or in the case of any event similar to the foregoing affecting such Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer shall appoint a successor Agent in written form, such appointment becoming effective with its acceptance by the successor Agent. Until the effectiveness of the appointment of the successor Agent all rights and duties of any such Agent hereunder will be assumed by the Issuer. 15.6 Any Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, upon its appointment becoming effective, any successor Agent shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Agent in accordance with this Agreement, and such predecessor Agent shall upon payment by the Issuer of any amounts due and payable to the predecessor Agent under Clauses 14.2 and 14.3 of this Agreement become obliged to deliver and pay over to any such successor Agent, and any such successor Agent shall be entitled to receive, all moneys (other than moneys received by the predecessor Agent from the Issuer in respect of amounts paid under Clauses 14.2 and 14.3 of this Agreement), documents and records held by the predecessor Agent hereunder. On the termination of its appointment the Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 15.7 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.115.3. 10.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 15.8 Each Agent shall give not less than 30 days’ written notice to the Issuer of any proposed change in its specified office. 10.6 15.9 Any change in any Agent shall be notified by the Issuer to the respective other Agents and to the Payees. The Issuer shall ensure that prompt also give or cause notice of any such proposed appointment, termination, resignation or change of specified office is thereof to be given to the Payees and, Holders in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; (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 (d) there will at all times be a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall 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 7.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 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 15. 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in Clause 24.4) at any time resign (for any reason whatsoever) by giving at least 45 days' written notice to the Issuer and the Trustee specifying the date on which its capacity resignation shall become effective. 24.3 Each of the Principal Paying Agent and the Registrar may (subject as such may provided in Clause 24.4) be removed at any time by the giving to it Issuer with the prior written approval of the Trustee on at least 30 45 days’ written ' notice to that effect signed on behalf of in writing from the Issuer specifying the date on which such when the removal shall become effective. . 24.4 Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation under Clause 24.2 or removal of any the Principal Paying Agent or the Registrar under Clause 24.3 or 24.5 shall only take effect upon the appointment by the Issuer of a successor Principal Paying AgentAgent or Registrar, as the case may be, shall not take effect until a new Registrar approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent or Paying Agentthe Registrar, as the case may be, has been appointed by ) on the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent shall expiry of the notice to be notified by the Issuer to the other Agentsgiven under Clause 26. The Issuer agrees with each the Principal Paying Agent and the Registrar that if if, by the day falling 10 days before the expiry of any noticenotice under Clause 24.2, the Issuer has not appointed a successor AgentPrincipal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled entitled, on behalf of the Issuer Issuer, to appoint in its place as a successor Principal Paying Agent in its place or Registrar, as the case may be, a reputable financial institutioninstitution of good standing which the Issuer and the Trustee shall approve. 10.2 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer with the prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 26, the Agent so superseded shall cease to be an Agent under this Agreement. 24.6 Subject to Clause 24.1, the Issuer may, with the prior written approval of the Trustee, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 24.7 Subject to Clause 24.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 Upon its resignation or removal taking effectbecoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Paying Agent shall hold Registrar and any exchange agent appointed in respect of a DTC Note, immediately transfer all moneys deposited with or and records held by it hereunder in respect of the Notes under this Agreement to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall ; and (b) be entitled to the payment by the Issuer of its remuneration for services rendered hereunder the commissions, fees and to the reimbursement expenses payable in respect of its expenses incurred up to its resignation or removal taking effect services under this Agreement before termination in accordance with the terms of Clause 9.119. 10.3 In case at any time any Registrar 24.9 Upon its appointment becoming effective, a successor or Paying new Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment andshall, without any further actaction, deed or conveyance, it shall become vested with all the authoritiesauthority, rights, powers, immunities, duties and obligations of such its predecessor or, as the case may be, an Agent with like the same effect as if originally named as Registrar or Paying an Agent in accordance with under this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar or Paying 14.1 The Fiscal Agent may (subject as provided in Clause 14.3 below) at any time resign as Fiscal Agent by giving at least 45 days’ written notice to the Issuer of such intention on its capacity part, specifying the date on which its desired resignation shall become effective. 14.2 The Fiscal Agent may (subject as such may provided in Clause 14.3 below) be removed at any time by the giving to Issuer on at least 45 days’ notice by the filing with it of at least 30 days’ written notice to that effect an instrument in writing signed on behalf of the Issuer specifying such removal and the date on which such removal when it shall become effective. . 14.3 Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation under Clause 14.1 or removal under Clauses 14.2 or 14.4 shall only take effect within 30 days before or after any payment date and, in upon the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed appointment by the Issuer as hereinafter provided, of a successor Fiscal Agent and such Agent has accepted such appointment. Any change (other than in any Agent shall cases of insolvency of the Fiscal Agent) on the expiry of the notice to be notified by the Issuer to the other Agentsgiven under Clause 14. The Issuer agrees with each the Fiscal Agent that if if, by the day falling 10 ten days before the expiry of any noticenotice under Clause 14.1, the Issuer has not appointed a successor Fiscal Agent, then the Fiscal Agent shall be entitled entitled, on behalf of the Issuer Issuer, to appoint as a successor Fiscal Agent in its place a reputable financial institutioninstitution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). 10.2 14.4 In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by the Issuer by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 14, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder. 14.5 Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Fiscal Agent, terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to the Fiscal Agent, and to the relevant Paying Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent). 14.6 Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving the Issuer and the Fiscal Agent at least 45 days’ written notice to that effect. 14.7 Upon its resignation or removal taking effectbecoming effective, the Paying Agent Fiscal Agent: 14.7.1 shall hold forthwith transfer all moneys deposited with or held by it hereunder and, if applicable, the documents and records referred to in respect of the Clauses 7.7, 7.8 and 16 and all Notes surrendered and not yet destroyed to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and Fiscal Agent xxxxxxxxx; and 14.7.2 shall be entitled to the payment by the Issuer of its remuneration fees and expenses for the services therefore rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.110. 10.3 In case at 14.8 Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any time any Registrar or new Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment andshall, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Registrar Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder. 14.9 lf the Fiscal Agent or any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in accordance with this Agreementany such case other than a change of Specified Office within the same country, obtained the prior written approval of the Issuer thereto) give to the Issuer and (if applicable) the Fiscal Agent written notice of such predecessor determination giving the address of the new Specified Office which shall be in the same country and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Fiscal Agent (on behalf of the Issuer) shall within 15 days of receipt of such notice (unless the appointment of the Fiscal Agent or the Paying Agent or Calculation Agent, if anyas the case may be, upon payment by the Issuer of any amounts due and payable is to any Agent terminate pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar above sub-clauses on or Paying Agent shall pass all records and documents held by it pursuant to this Agreement prior to the respective successor Agent. 10.5 Each Agent shall date of such change) give or cause to be given not more than 45 days’ nor less than 30 days’ notice thereof to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, Holders in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 15.1 Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying successor Agent, as the case may be, has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 15.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.115.1. 10.3 15.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying an Agent hereunder. 10.4 15.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying the Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 15.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 15.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar 24.1 The Trustee may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date or the Maturity Date; and (b) notice shall be given to Certificateholders under Condition 18 (Notices) at least 30 days before the removal or appointment of an Agent (other than the Calculation Agent). 24.2 Notwithstanding the provisions of Clause 24.1, if at any time: (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its capacity creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as such they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; (b) an Agent fails to become or ceases to be removed a Participating FFI; or (c) in the case of the Calculation Agent, it fails to determine the Periodic Distribution Amounts or Return Accumulation Periods as provided in the Conditions and this Agreement, the Trustee may forthwith without notice terminate the appointment of the Agent, in which event (save with respect to the termination of the appointment of the Calculation Agent) notice shall be given to the Certificateholders under Condition 18 (Notices) as soon as is practicable. 24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by the giving to it of the Trustee and, where appropriate, the Principal Paying Agent at least 30 90 days’ ' prior written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date andprovided that, in the case of the resignation or removal of any Registrar or a Paying Agent, so long as any of the case may beCertificates are outstanding, the notice shall not take effect until expire less than 45 days before any Periodic Distribution Date. Following receipt of a new Registrar or Paying notice of resignation from an Agent (other than the Calculation Agent), as the case may be, has been appointed by the Issuer as hereinafter providedTrustee shall promptly, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 event not less than 30 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking takes effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect give notice of the Notes such resignation to the order of Certificateholders under Condition 18 (Notices). If the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or Principal Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent removed pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.Clauses 24.1 or

Changes in Agents. 10.1 (a) Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 its appointment hereunder upon the expiration of not less than thirty (30) days’ written ' notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying Company (with a copy to the date on Indenture Trustee); provided, however, that any such notice which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect would otherwise expire within 30 thirty (30) days before or after the Maturity Date or any interest or other payment date and, in of a series of Notes shall be deemed to expire on the case of thirtieth (30th) day following the resignation or removal of any Registrar or Paying AgentMaturity Date or, as the case may be, such interest or other payment date with respect to such series. (b) The Company may revoke its appointment of any Agent hereunder upon not less than thirty (30) days notice to the applicable Agent and the Indenture Trustee to that effect. (c) The appointment of any Agent hereunder shall not take effect until terminate forthwith if any of the following events or circumstances shall occur or arise, namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a new Registrar voluntary petition in bankruptcy or Paying makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Company may (and shall where necessary to comply with the terms and conditions of a series of Notes) appoint substitute or additional agents in relation to such Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case may behad they then entered into an agreement in the form mutatis mutandis of this Indenture. (e) If any Agent gives notice of its resignation in accordance with this Section 7.16, and a successor of such Agent in relation to such Notes has not been appointed by the Issuer as hereinafter providedCompany by the tenth (10th) day before the expiration of such notice, and such Agent has accepted may itself, following such appointment. Any change consultation with the Company as may be practicable in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any noticecircumstances, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a its successor Agent in its place a any reputable and experienced bank or financial institution. 10.2 Upon its resignation or removal taking effect, institution (which will ensure compliance with the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect terms and conditions of the Notes to the order such Notes) and give notice of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect such appointment in accordance with the terms and conditions of Clause 9.1such Notes, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. 10.3 In (f) Upon any resignation or revocation becoming effective under this Section, the relevant Agent shall: (i) be released and discharged from its obligations under this Indenture; (ii) in the case at any time any Registrar or of the Paying Agent, deliver to the Company and to the successor Paying Agent shall resign or shall be removeda copy, the successor Registrar or Paying Agent may be appointed by the Issuer certified as true and up-to-date by an instrument officer of the Paying Agent, of the records maintained by it in writing given accordance with Section 3.04; (iii) in the case of the Registrar, deliver to the Company and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.07; (iv) in the case of a Calculation Agent, deliver to the Company and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Section 7.15; and (v) upon payment to it by the Company of all amounts owed to it, forthwith transfer all monies and papers (including any unissued Global Notes or Paying Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. (g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the affected Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or asset transfer shall forthwith be given by such successor to the Company and the other parties hereto. (h) If any Agent decides to change its specified office (which may only be effected within the same city) it shall give notice to the Company (with a copy to the Indenture Trustee) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty (30) days after the date of such notice. The relevant Agent shall at its own expense not less than fourteen (14) days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the foregoing provisions of this Section on or prior to the date of such change) publish or cause to be published notice thereof. Upon the appointment execution hereof and thereafter forthwith upon any change of such successor Registrar or Paying Agent and acceptance by it of such appointmentthe same, the Registrar or Paying Agent so superseded Company shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested Indenture Trustee (with all a copy to the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment ) a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 list of the Conditions, to Authorized Officers of the HoldersCompany together with certified specimen signatures of the same.

Changes in Agents. 10.1 (a) Any Registrar or Paying Agent in may resign its capacity as such may be removed at any time by appointment hereunder upon the giving to it expiration of at least 30 not less than thirty (30) days’ written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying Trust (with a copy to the date on Indenture Trustee); provided, however, that any such notice which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect would otherwise expire within 30 thirty (30) days before or after the Maturity Date or any interest or other payment date and, in the case of the resignation or removal of any Registrar or Paying AgentNotes shall be deemed to expire on the thirtieth (30th) day following the Maturity Date or, as the case may be, such interest or other payment date. (b) The Trust may revoke its appointment of any Agent hereunder not less than thirty (30) days’ notice to the applicable Agent and the Indenture Trustee to that effect. (c) The appointment of any Agent hereunder shall not take effect until terminate forthwith if any of the following events or circumstances shall occur or arise, namely, such Agent becomes incapable of acting; is adjudged bankrupt or insolvent; files a new Registrar voluntary petition in bankruptcy or Paying makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent; a receiver, administrator or other similar official of such Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. (d) The Trust may (and shall where necessary to comply with the terms and conditions of the Notes) appoint substitute or additional agents in relation to the Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case may behad they then entered into an agreement in the form mutatis mutandis of this Indenture. (e) If any Agent gives notice of its resignation in accordance with this Section 7.17, the provisions of paragraph (d) of Section 7.17 apply and by the tenth (10th) day before the expiration of such notice a successor to such Agent in relation to such Notes has not been appointed by the Issuer as hereinafter providedTrust, and such Agent has accepted may itself, following such appointment. Any change consultation with the Trust as may be practicable in the circumstances, appoint as its successor any Agent shall be notified by reputable and experienced bank or financial institution (which will ensure compliance with the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf terms and conditions of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect Notes) and give notice of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect such appointment in accordance with the terms and conditions of Clause 9.1the Notes, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. 10.3 In (f) Upon any resignation or revocation becoming effective under this Section, the relevant Agent shall: (i) be released and discharged from its obligations under this Indenture; (ii) repay, in accordance with the Expense and Indemnity Agreement, to Protective Life such part of any fee paid to it as may be agreed between the relevant Agent and Protective Life; (iii) in the case at any time any Registrar or of the Paying Agent, deliver to the Trust and to the successor Paying Agent shall resign or shall be removeda copy, the successor Registrar or Paying Agent may be appointed by the Issuer certified as true and up-to-date by an instrument officer of the Paying Agent, of the records maintained by it in writing given accordance with Section 3.04; (iv) in the case of the Registrar, deliver to the Trust and to the successor Registrar a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Section 2.06; (v) in the case of a Calculation Agent, deliver to the Trust and to the successor Calculation Agent a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Section 7.16; and (vi) upon payment to it by Protective Life of all amounts owed to it, forthwith transfer all moneys and papers (including any unissued Global Notes or Paying Definitive Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. (g) Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party or any corporation succeeding to all or substantially all the corporate agency business of such Agent, shall, to the extent permitted by applicable law, be the successor to such Agent hereunder and in relation to the Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Indenture. Notice of any such merger, conversion, consolidation or asset transfer shall forthwith be given by such successor to the Trust and the other parties hereto. (h) If any Agent decides to change its specified office (which may only be effected within the same city) it shall give notice to the Trust (with a copy to the Indenture Trustee) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty (30) days after the date of such notice. The relevant Agent shall at its own expense not less than fourteen (14) days prior to the date on which such change is to take effect (unless the appointment of the relevant Agent is to terminate pursuant to any of the foregoing provisions of this Section on or prior to the date of such change) publish or cause to be published notice thereof. Upon the appointment execution hereof and thereafter forthwith upon any change of such successor Registrar or Paying Agent and acceptance by it of such appointmentthe same, the Registrar or Paying Agent so superseded Trust shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested Indenture Trustee (with all a copy to the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment ) a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 list of the Conditions, to Authorized Signatories of the HoldersTrust together with certified specimen signatures of the same.

Changes in Agents. 10.1 Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf 22.1 Each of the Issuer specifying Fiscal Agent and the date on which such removal shall become effective. Any Registrar or Paying Agent may (subject as provided in subclause 22.4) at any time resign by giving at least 90 days’ ' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such its resignation shall become effective. , without giving any reason. 22.2 Each of the Fiscal Agent and the Registrar may (subject as provided in subclause 22.4) be removed at any time by the Issuer on at least 45 days' notice in writing from the Issuer specifying the date when the removal shall become effective.‌ 22.3 Notwithstanding the foregoingprovisions of Clause 22.4, no such resignation or removal shall take effect within 30 days before if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any applicable due date (or, on or after such due date, cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment date andof its debts, in (h) has an order of any court entered approving any petition filed by or against it under the case provisions of any applicable bankruptcy or insolvency law or (i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be given to the Noteholders under Condition 14 as soon as practicable thereafter. 22.4 Any resignation under subclause 22.1 or removal of any the Fiscal Agent or the Registrar under subclause 22.3 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Paying AgentRegistrar, as the case may be, shall not take effect until a new Registrar or Paying Agent, as and (other than in cases of termination under clause 22.3) on the case may be, has been appointed by expiry of the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change applicable notice to be given in any Agent shall be notified by the Issuer to the other Agentsaccordance with this Clause 22. The Issuer agrees with each the Fiscal Agent and the Registrar that if if, by the day falling 10 days before the expiry of any noticenotice to be delivered in accordance with this Clause 22, the Issuer has not appointed a successor AgentFiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall be entitled entitled, on behalf of the Issuer Issuer, to appoint in its place as a successor Fiscal Agent in its place or Registrar, as the case may be, a reputable financial institutioninstitution of good standing which the Issuer shall approve; the Issuer's approval not to be reasonably withheld.‌‌ 22.5 Subject to subclause 22.3, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect. 10.2 22.6 Upon its resignation or removal taking effectbecoming effective, an Agent shall: (a) in the Paying case of the Fiscal Agent shall hold and the Registrar, immediately transfer all moneys deposited with or moneys, and records held by it hereunder under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 17. 22.7 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 22.8 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 Fiscal Agent or the Registrar) 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 order Fiscal Agent or the Registrar) the amounts (if any) held by it in respect of the successor Paying Agentany Notes that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities hereunder and shall be entitled under this Agreement. 22.9 Following any change to the payment by Agents (whether following a resignation, termination or any other reason), the Issuer Fiscal Agent (on behalf of its remuneration for services rendered hereunder and at the expense of the Issuer) shall give, within 30 days of such change, notice of such fact to the reimbursement of its expenses incurred up to its resignation or removal taking effect Noteholders in accordance with the terms of Clause 9.1Condition 14. 10.3 In case 22.10 Notwithstanding the provisions of clauses 21.1, 21.2 and 21.4, 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 Fiscal Agent and have been returned to the Issuer: (a) there will at any time any all times be a Fiscal Agent and a Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent (which may be appointed the same entity); (b) so long as any Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Transfer Agent (which may be the Fiscal Agent) with a specified office in such place as may be required by the Issuer by an instrument in writing given to rules and regulations of the successor Registrar relevant stock exchange or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to other relevant authority; and (c) there will at all times be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by a jurisdiction other than the jurisdiction in which the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.incorporated..‌‌

Changes in Agents. 10.1 Any Registrar ‌ 24.1 The Trustee may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date or the Maturity Date; and (b) notice shall be given to Certificateholders under Condition 18 (Notices) at least 30 days before the removal or appointment of an Agent (other than the Calculation Agent).‌ 24.2 Notwithstanding the provisions of Clause 24.1, if at any time: (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its capacity creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as such they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; (b) an Agent fails to become or ceases to be removed a Participating FFI; or (c) in the case of the Calculation Agent, it fails to determine the Periodic Distribution Amounts or Return Accumulation Periods as provided in the Conditions and this Agreement, the Trustee may forthwith without notice terminate the appointment of the Agent, in which event (save with respect to the termination of the appointment of the Calculation Agent) notice shall be given to the Certificateholders under Condition 18 (Notices) as soon as is practicable.‌ 24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by the giving to it of the Trustee and, where appropriate, the Principal Paying Agent at least 30 90 days’ ' prior written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date andprovided that, in the case of the resignation or removal of any Registrar or Paying a Paying‌ Agent, so long as any of the case may beCertificates are outstanding, the notice shall not take effect until expire less than 45 days before any Periodic Distribution Date. Following receipt of a new Registrar or Paying notice of resignation from an Agent (other than the Calculation Agent), as the case may be, has been appointed by the Issuer as hereinafter providedTrustee shall promptly, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 event not less than 30 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking takes effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect give notice of the Notes such resignation to the order of Certificateholders under Condition 18 (Notices). If the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or Principal Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent removed pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.Clauses 24.1 or

Changes in Agents. 10.1 Any Registrar or Paying Agent in its capacity as such may be removed at any time by the giving to it of at least 30 days’ written notice to that effect signed on behalf 23.1 Each of the Issuer specifying Fiscal Agent and the date on which such removal shall become effective. Any Registrar or Paying Agent may (subject as provided in subclause 23.4) at any time resign by giving at least 90 days’ ' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such its resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after without giving any payment date and, in the case reason. 23.2 Each of the resignation or removal of Fiscal Agent and the Registrar may (subject as provided in subclause 23.4) be removed at any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed time by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change on at least 45 days' notice in any Agent shall be notified by writing from the Issuer to specifying the other Agents. The Issuer agrees with each Agent that if by date when the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent removal shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institutionbecome effective. 10.2 Upon its resignation or removal taking effect, 23.3 Notwithstanding the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms provisions of Clause 9.1. 10.3 In case 23.4, if at any time an Agent: (a) fails to comply with its obligations hereunder, (b) fails to become by any Registrar applicable due date (or, on or Paying Agent shall resign or shall be removedafter such due date, the successor Registrar or Paying Agent cease to be) a person to whom payments may be made free from FATCA Withholding, (c) becomes incapable of acting, (d) is adjudged bankrupt or insolvent, (e) files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, (f) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, (g) admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, (h) has an order of any court entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or (i) has a public officer take charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation, then the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon may forthwith terminate the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any notice of such successor Paying Agent termination shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 Noteholders under Condition 14 as soon as practicable thereafter. 23.4 Any resignation under subclause 23.1 or removal of the Conditions, to Fiscal Agent or the Holders.Registrar under subclause

Changes in Agents. 10.1 15.1 Any Registrar or Paying Agent may resign its appointment as the agent of the Issuer hereunder and/or as agent of the Issuer in its capacity as such may be removed at relation to any time by Series of Notes upon the giving to it expiration of at least 30 not less than thirty days’ ' written notice to that effect signed on behalf of by such Agent (the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice"Resigning Agent") to that effect to the Issuer specifying and the date on Trustee (with a copy, if necessary, to the Principal Paying Agent); provided that: 15.1.1 in relation to any Series of Notes any such notice which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect would otherwise expire within 30 thirty days before or after the maturity date of such Series or any interest or other payment date andin relation to any such Series shall be deemed, in relation to such Series only, to expire on the case of the resignation or removal of any Registrar or Paying Agentthirtieth day following such maturity date or, as the case may be, shall not take effect until a new Registrar such interest or other payment date; and 15.1.2 in respect of any Series of Notes, in the case of the Principal Paying Agent, the Issue Agent, the Registrar, the Calculation Agent or, so long as such Notes are listed on any Stock Exchange, the case Paying Agent or the Transfer Agent with its specified office in such place as may bebe required by such Stock Exchange and the sole Paying Agent appointed in New York City if the circumstances described in Condition 9.3 are applicable, such resignation shall not be effective until a successor thereto has been appointed by the Issuer as hereinafter provided, and (in accordance with Clause 15.4) in relation to such Agent has accepted such appointmentSeries of Notes or in accordance with Clause 15.5. Any change in any The Resigning Agent shall not be notified required to specify any reason for its resignation and shall not be liable for any direct or indirect losses or liabilities incurred by the Issuer as a result of such resignation. 15.2 The Issuer may revoke its appointment of any Agent hereunder and/or in relation to any Series of Notes by not less than thirty days' notice to that effect to such Agent (with a copy to the Trustee and, in the case of a Paying Agent other Agents. The Issuer agrees with each Agent that if by than the day falling 10 days before Principal Paying Agent, to the expiry Principal Paying Agent); provided, however, that, in respect of any noticeSeries of Notes, in the Issuer has not appointed a successor case of the Principal Paying Agent, the Registrar, the Issue Agent shall be entitled or the Calculation Agent or, so long as such Notes are listed on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effectany Stock Exchange, the Paying Agent shall hold all moneys deposited or the Transfer Agent with or held its specified office in a city as may be required by it hereunder in respect of such Stock Exchange, and the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or sole Paying Agent appointed in New York City if the circumstances described in Condition 9.3 are applicable, such revocation shall resign or shall not be removed, the effective until a successor Registrar or Paying Agent may be thereto has been appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent (in accordance with this Agreement, and Clause 15.4) in relation to such predecessor Paying Agent, if any, upon payment Series of Notes. The Issuer shall reimburse the Agent whose appointment is terminated for any costs or expenses incurred by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On in connection with the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agentappointment. 10.5 Each 15.3 The appointment of any Agent shall give not less than 30 days’ notice in relation to each relevant Series of Notes as the agent of the Issuer of hereunder shall terminate forthwith if any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditionsfollowing events or circumstances shall occur or arise, to the Holders.namely: (a) such Agent becomes incapable of acting;

Changes in Agents. 10.1 Any Registrar 20.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent 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 (c) there will at all times be a Paying Agent in its capacity as such may be removed at any time by a jurisdiction within Europe, other than the giving to it of at least 30 days’ written notice to that effect signed on behalf of jurisdiction in which the Issuer specifying is incorporated. In addition, the date on which such removal Issuer shall become effectiveimmediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.4 (Payments - General provisions applicable to payments). Any Registrar variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 20.5), 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 13 (Notices). 20.2 The Principal Paying Agent may (subject as provided in subclause 20.4) at any time resign by giving at least 90 days’ ' prior written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such its resignation shall become effective. 20.3 The Principal Paying Agent may (subject as provided in subclause 20.4) be removed at any time by the Issuer on at least 45 days' prior notice in writing from the Issuer specifying the date when the removal shall become effective. 20.4 Any resignation under subclause 20.2 or removal of the Principal Paying Agent under subclauses 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 it s property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Notwithstanding Upon the foregoingappointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 22, no such the Agent so superseded shall cease to be an Agent under this Agreement. 20.6 Subject to subclause 20.1, the Issuer may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' prior notice in writing to that effect (other than in the case of insolvency when it shall be of immediate effect). 20.7 Subject to subclause 20.1, all or any of the Agents (other than the Principal Paying Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Principal Paying Agent at least 45 days' prior written notice to that effect. 20.8 Upon its resignation or removal shall take effect within 30 days before or after any payment date andbecoming effective, an Agent shall: (a) in the case of the resignation or removal of any Registrar or Principal Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, promptly as the case may be, has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold practicable transfer all moneys deposited with or and records held by it hereunder in respect of the Notes under this Agreement to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall ; and (b) be entitled to the payment by the Issuer of its remuneration for services rendered hereunder the commissions, fees and to the reimbursement expenses payable in respect of its expenses incurred up to its resignation or removal taking effect services under this Agreement before termination in accordance with the terms of Clause 9.1clause 15. 10.3 In case at any time any Registrar 20.9 Upon its appointment becoming effective, a successor or Paying new Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment andshall, without any further actaction, deed or conveyance, it shall become vested with all the authoritiesauthority, rights, powers, immunities, duties and obligations of such its predecessor or, as the case may be, an Agent with like the same effect as if originally named as Registrar or Paying an Agent under this Agreement. 20.10 Notwithstanding any other provision in accordance with 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 predecessor FATCA Withholding would not have arisen but for the Agent or relevant Paying AgentAgent not being or having ceased to be a person to whom any payments due on the Notes are free from FATCA Withholding, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall will be entitled to receive, all moneys, documents terminate the Agent or the relevant Paying Agent without notice and records held by it hereunder. On the such termination of its appointment a Registrar will be effective from any such time specified in writing to such Agent or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar or Paying 14.1 The Fiscal Agent may (subject as provided in sub-clause 14.3 below) at any time resign as Fiscal Agent by giving at least 45 days’ written notice to Linde plc and Linde Finance of such intention on its capacity part, specifying the date on which its desired resignation shall become effective. 14.2 The Fiscal Agent may (subject as such may provided in sub-clause 14.3 below) be removed at any time by Linde plc and Linde Finance on at least 45 days’ notice by the filing with it of an instrument in writing signed on behalf of Linde plc and Linde Finance specifying such removal and the date when it shall become effective. 14.3 Any resignation under sub-clause 14.1 or removal under sub-clauses 14.2 or 14.4 shall only take effect upon the appointment by Linde plc and Linde Finance as hereinafter provided, of a successor Fiscal Agent and (other than in cases of insolvency of the Fiscal Agent) on the expiry of the notice to be given under Clause 14. Linde plc and Linde Finance agree with the Fiscal Agent that if, by the day falling ten days before the expiry of any notice under sub-clause 14.1, Linde plc and Linde Finance have not appointed a successor Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf of Linde plc and Linde Finance, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which Linde plc and Linde Finance shall approve (such approval not to be unreasonably withheld or delayed). 14.4 In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by Linde plc and Linde Finance by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 14, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder. 14.5 Subject to the applicable provisions of the Conditions, Linde plc and Linde Finance may, after prior consultation with the Fiscal Agent, terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to it of the Fiscal Agent, and to the relevant Paying Agent at least 30 45 days’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent). 14.6 Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving Linde plc and Linde Finance and the Fiscal Agent at least 45 days’ written notice to that effect. 14.7 Upon its resignation or removal becoming effective, the Fiscal Agent: 14.7.1 shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7.7, 7.8, 7.9 and 16 and all Notes surrendered and not yet destroyed to the successor Fiscal Agent hereunder; and 14.7.2 shall be entitled to the payment by Linde plc and Linde Finance of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10. 14.8 Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect signed on behalf as if originally named as Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder. 14.9 lf the Fiscal Agent or any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same country, obtained the prior written approval of Linde plc and Linde Finance thereto) give to Linde plc and Linde Finance and (if applicable) the Fiscal Agent written notice of such determination giving the address of the Issuer specifying new Specified Office which shall be in the same country and stating the date on which such removal change is to take effect, which shall become effectivenot be less than 45 days thereafter. Any Registrar or Paying The Fiscal Agent may at any time resign by giving at least 90 days’ written (on behalf of the Issuers (failing which the Guarantor, if Linde Finance is the Relevant Issuer)) shall within 15 days of receipt of such notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case appointment of the resignation Fiscal Agent or removal of any Registrar the Paying Agent or Paying Calculation Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer is to terminate pursuant to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled above sub-clauses on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes prior to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment date of such successor Registrar change) give or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease cause to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give given not more than 45 days’ nor less than 30 days’ notice thereof to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, Holders in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar (1) The Fiscal Agent may (subject as provided in sub-clause (3) below) at any time resign as Fiscal Agent by giving at least 45 days' written notice to Bosch of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that no such notice may expire with respect to any Series less than 10 days before or Paying after any due date for payments with respect to any Notes of such Series. (2) The Fiscal Agent may (subject as provided in its capacity as such may sub-clause (3) below) be removed at any time by the Issuer on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of Bosch specifying such removal and the date when it shall become effective. (3) Any resignation under sub-clause (1) or removal under sub-clauses (2) or (4) shall only take effect upon the appointment by Bosch as hereinafter provided, of a successor Fiscal Agent and (other than in cases of insolvency of the Fiscal Agent) on the expiry of the notice to be given under Clause 15. Bosch agrees with the Fiscal Agent that if, by the day falling ten days before the expiry of any notice under sub- clause (1), the Issuer has not appointed a successor Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). (4) In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by Bosch by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 15, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder. (5) Subject to the applicable provisions of the Conditions, the Issuer may, after prior consultation with the Fiscal Agent, terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agents or Calculation Agent by giving to it of the Fiscal Agent, and to the relevant Paying Agent at least 30 45 days’ ' notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent). (6) Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving the Issuer and the Fiscal Agent at least 45 days' written notice to that effect, provided that no such notice may expire with respect to any Series less than 10 days before or after any due date for payments with respect to any Notes of such Series. (7) Upon its resignation or removal becoming effective, the Fiscal Agent: (a) shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7(7) and (8), and all Notes surrendered and not yet destroyed to the successor Fiscal Agent hereunder; and (b) shall be entitled to the payment by Bosch of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 11. (8) Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect signed on behalf as if originally named as Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder. (9) lf the Fiscal Agent or any Paying Agent or Calculation Agent determines to change its specified office it shall (after having, in any such case other than a change of specified office within the same country, obtained the prior written approval of Bosch thereto) give to Bosch and (if applicable) the Fiscal Agent written notice of such determination giving the address of the Issuer specifying new specified office and stating the date on which such removal change is to take effect, which shall become effectivenot be less than 45 days thereafter. Any Registrar or Paying The Fiscal Agent may at any time resign by giving at least 90 days’ written (on behalf of the Issuer) shall within 15 days of receipt of such notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case appointment of the resignation Fiscal Agent or removal of any Registrar the Paying Agent or Paying Calculation Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer is to terminate pursuant to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled above sub-clauses on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes prior to the order date of the successor Paying Agent, but shall have no other duties such change) give or responsibilities hereunder and shall cause to be entitled given not more than 45 days' nor less than 30 days' notice thereof to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect Holders in accordance with the terms of Clause 9.1Conditions. 10.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar or Paying 14.1 The Fiscal Agent may (subject as provided in sub-clause 14.3 below) at any time resign as Fiscal Agent by giving at least 45 days’ written notice to Linde plc and Linde Finance of such intention on its capacity part, specifying the date on which its desired resignation shall become effective. 14.2 The Fiscal Agent may (subject as such may provided in sub-clause 14.3 below) be removed at any time by Linde plc and Linde Finance on at least 45 days’ notice by the filing with it of an instrument in writing signed on behalf of Linde plc and Linde Finance specifying such removal and the date when it shall become effective. 14.3 Any resignation under sub-clause 14.1 or removal under sub-clauses 14.2 or 14.4 shall only take effect upon the appointment by Linde plc and Linde Finance as hereinafter provided, of a successor Fiscal Agent and (other than in cases of insolvency of the Fiscal Agent) on the expiry of the notice to be given under Clause 14. Linde plc and Linde Finance agree with the Fiscal Agent that if, by the day falling ten days before the expiry of any notice under sub-clause 14.1, Linde plc and Linde Finance have not appointed a successor Fiscal Agent, then the Fiscal Agent shall be entitled, on behalf of Linde plc and Linde Finance, to appoint as a successor Fiscal Agent in its place a reputable financial institution of good standing which Linde plc and Linde Finance shall approve (such approval not to be unreasonably withheld or delayed). 14.4 In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be a reputable financial institution of good standing may be appointed by Linde plc and Linde Finance by an instrument in writing filed with the successor Fiscal Agent. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 15, the Fiscal Agent so superseded shall cease to be the Fiscal Agent hereunder. 14.5 Subject to the applicable provisions of the Conditions, Linde plc and Linde Finance may, after prior consultation with the Fiscal Agent, terminate the appointment of any Paying Agent or Calculation Agent at any time and/or appoint one or more further Paying Agent(s) or Calculation Agent by giving to it of the Fiscal Agent, and to the relevant Paying Agent at least 30 45 days’ notice in writing to that effect (other than in the case of insolvency of the Paying Agent or Calculation Agent). 14.6 Subject to the applicable provisions of the Conditions, any Paying Agent or Calculation Agent may resign its appointment hereunder at any time by giving Linde plc and Linde Finance and the Fiscal Agent at least 45 days’ written notice to that effect. 14.7 Upon its resignation or removal becoming effective, the Fiscal Agent: 14.7.1 shall forthwith transfer all moneys held by it hereunder and, if applicable, the documents and records referred to in Clauses 7.7, 7.8, 7.9 and 16 and all Notes surrendered and not yet destroyed to the successor Fiscal Agent hereunder; and 14.7.2 shall be entitled to the payment by Linde plc and Linde Finance of its fees and expenses for the services therefore rendered hereunder in accordance with the terms of Clause 10. 14.8 Upon its appointment becoming effective, a successor Fiscal Agent or Calculation Agent and any new Paying Agent shall, without further act, become vested with all the rights, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect signed on behalf as if originally named as Fiscal Agent or (as the case may be) a Paying Agent or Calculation Agent hereunder. 14.9 lf the Fiscal Agent or any Paying Agent or Calculation Agent determines to change its Specified Office it shall (after having, in any such case other than a change of Specified Office within the same country, obtained the prior written approval of Linde plc and Linde Finance thereto) give to Linde plc and Linde Finance and (if applicable) the Fiscal Agent written notice of such determination giving the address of the Issuer specifying new Specified Office which shall be in the same country and stating the date on which such removal change is to take effect, which shall become effectivenot be less than 45 days thereafter. Any Registrar or Paying The Fiscal Agent may at any time resign by giving at least 90 days’ written (on behalf of the Issuers (failing which the Guarantor, if Linde Finance is the Relevant Issuer)) shall within 15 days of receipt of such notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case appointment of the resignation Fiscal Agent or removal of any Registrar the Paying Agent or Paying Calculation Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer is to terminate pursuant to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled above sub-clauses on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes prior to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment date of such successor Registrar change) give or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease cause to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give given not more than 45 days’ nor less than 30 days’ notice thereof to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, Holders in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 16.1 The Company may at any time vary or terminate the appointment of the Agents and/or appoint further or additional Agents, provided that there will at all times be (a) a Paying Agent, (b) so long as the Bonds are listed on a Stock Exchange, an agent (which may be the Local Paying Agent) with a specified office in such place as may be required by the Listing Rules of the relevant Stock Exchange, and (c) a Calculation Agent. Any Registrar variation, termination, appointment or removal of a Paying Agent shall take effect (other than in its capacity as such the case of insolvency or other analogous event, when it shall be of immediate effect) only after not less than 30 (thirty) days' prior notice thereof shall have been given to the Bondholders in accordance with the Terms and Conditions of the Bonds. 16.2 The Agents may be removed resign their appointment hereunder at any time by the giving to it of the Company at least 30 60 (sixty) days’ ' written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to effect, provided that effect to the Issuer specifying the date on which no such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date andunless, upon the expiry of the notice period, there will be (a) a Paying Agent, (b) so long as the Bonds are listed on a Stock Exchange, an agent (which may be the Local Paying Agent) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange, and (c) a Calculation Agent. In case of failure by the resignation Issuer to appoint a successor Agent, the resigning Agent shall be entitled to appoint its successor, provided that such successor shall be an entity of good standing and experience in acting as paying or removal of any Registrar or Paying Agentcalculation agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 16.3 Upon its resignation or removal taking effect, becoming effective: (a) the Principal Paying Agent shall hold all moneys deposited with or forthwith transfer the records referred to in subclause 2.1.1.(d) and any other property, documents and records held by it hereunder in respect of the Notes under this Agreement (other than documents and records which it is obliged by law or regulation to retain or not to release) to the order of the successor Principal Paying AgentAgent under this Agreement, but shall have no other duties or responsibilities hereunder and under this Agreement; and (b) the Agents shall be entitled to the payment by the Issuer Company of its remuneration their commission (if any) for the services previously rendered hereunder and to the reimbursement of its all reasonable expenses (including legal fees) incurred up to its resignation or removal taking effect in connection therewith, all in accordance with the terms of Clause 9.112 hereof. 10.3 In case at 16.4 Upon any time any Registrar or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute executing, acknowledging and deliver delivering to the Issuer Company an instrument accepting such appointment andunder this Agreement, it shall, without any further act, deed or conveyance, it shall become vested with all the authoritiesauthority, rights, powers, immunitiestrusts, indemnities, duties and obligations of such predecessor with like effect an Agent under this Agreement as if originally named as Registrar or Paying Agent in accordance with under this Agreement, and such predecessor Paying Agent, if anypredecessor, upon payment by to it of its commission and reimbursement of its reasonable expenses then unpaid in accordance with the Issuer terms of any amounts due and payable to any Agent pursuant to this AgreementClause 12 hereof, shall thereupon become obliged to transfer, deliver and pay over to any such successor Paying Agentover, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records moneys held by it hereunder. On such predecessor as Agent under this Agreement. 16.5 Any corporation into which the termination Agents may be merged or converted, or any corporation with which the Agents may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agents shall sell or otherwise transfer all or substantially all the assets or the business of its appointment a Registrar or Paying Agent such Agent, shall pass all records and documents held by it pursuant to become successor Agents under this Agreement Agreement, to the respective successor Agentextent permitted by applicable law, without the execution or filing of any paper or any further act on the part of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Company and where appropriate, the Agents. 10.5 Each Agent 16.6 If the Agents shall change their specified offices, they shall give not less than 30 (thirty) days’ ' prior written notice to that effect to the Issuer Company communicating the address of any proposed change in its the changed specified office. 10.6 The Issuer shall ensure that prompt notice of any , provided that, with respect to the Local Paying Agent, no such proposed appointment, termination, resignation or change of specified office shall be permitted to it if the Bonds are listed on any Stock Exchange and there would cease to be a Local Paying Agent having a specified office in such place as may be required by the rules and regulations of the Relevant Stock Exchange. On behalf of the Company, the Agents shall (unless the appointment of such Agent is given to terminate pursuant to subclauses 16.1 or 16.2 on or prior to the Payees anddate of such change) give notice to the Bondholders of such change and of the address of the new specified office, in accordance with § 10 the Terms and Conditions of the Conditions, to the HoldersBonds.

Changes in Agents. 10.1 Any Registrar 25.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and a Registrar; and (c) so long as any Global Notes are registered in the name of a nominee for DTC, there will at all times be an Exchange Agent. In addition, the Issuer shall, with the prior written approval of the Trustee, as soon as reasonably practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition "Payments of principal and interest". Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than thirty (30) nor more than sixty (60) days' prior notice shall have been given to the Noteholders in accordance with Condition "Notices". 25.2 Each Agent may (subject as provided in Clause 25.4) at any time resign (for any reason whatsoever, but without any obligation to provide any reason therefor) by giving at least sixty (60) days' written notice to the Issuer and the Trustee specifying the date on which its capacity resignation shall become effective and shall not be responsible for any liabilities occasioned thereby. 25.3 Each Agent may (subject as such may provided in Clause 25.4) be removed at any time by the giving Issuer (for any reason whatsoever, but without any obligation to it of at least 30 days’ provide any reason therefor) with prior written notice to that effect signed the Trustee on behalf of at least sixty (60) days' notice in writing from the Issuer specifying the date on which such when the removal shall become effective. . 25.4 Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation under Clause 25.2 or removal of any Registrar an Agent under Clause 25.3 or Paying 25.5 shall only take effect upon the appointment by the Issuer of a successor Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed approved in writing by the Issuer as hereinafter provided, Trustee and such Agent has accepted such appointment. Any change (other than in any Agent shall cases of insolvency of an Agent) on the expiry of the notice to be notified by the Issuer to the other Agentsgiven under Clause 27. The Issuer agrees with each Agent of the Agents that if if, by the day falling 10 thirty-five (35) days before after the expiry receipt of any noticenotice under Clause 25.2, the Issuer has not appointed a successor Agent, approved in writing by the Trustee then such Agent shall be entitled on behalf may, at the cost of the Issuer, upon ten (10) days' notice to the Issuer, appoint any reputable and experienced bank of financial institution acting through its offices in the appropriate jurisdiction, and the Issuer shall give notice of such appointment to appoint the Noteholders in accordance with Condition "Notices" as soon as reasonably practicable. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent in its place which shall be a reputable financial institutioninstitution of good standing with experience of performing such a role may be appointed by the Issuer with the prior written approval of the Trustee (such approval not to be unreasonably withheld or delayed). Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Xxxxxx 27, the Agent so superseded shall cease to be an Agent under this Agreement. 10.2 25.6 Upon its resignation or removal taking effectbecoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Paying Agent shall hold Registrar and the Exchange Agent, as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 20 (Commissions and Expenses) or Clause 21 (Indemnities) transfer all moneys deposited with or and records held by it hereunder in respect of the Notes under this Agreement to the order successor Agent; (b) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of the successor Paying Agentand subject to Clauses 23 (Conditions of Appointment), but shall have no other duties or responsibilities hereunder 25 (Changes in Agents) and shall 30.1 (Taxes and Stamp Duties); and (c) be entitled to the payment by the Issuer of its remuneration for services rendered hereunder the commissions, fees and to the reimbursement expenses payable in respect of its expenses incurred up to its resignation or removal taking effect services under this Agreement before termination in accordance with the terms of Clause 9.120. 10.3 In case at any time any Registrar 25.7 Upon its appointment becoming effective, a successor or Paying new Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment andshall, without any further actaction, deed or conveyance, it shall become vested with all the authoritiesauthority, rights, powers, immunities, duties and obligations of such its predecessor or, as the case may be, an Agent with like the same effect as if originally named as Registrar or Paying an Agent in accordance with under this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.

Changes in Agents. 10.1 Any Registrar or 13.1 The Issuer may revoke the appointment of any Paying Agent or Calculation Agent in its capacity as such may be removed at relation to any time Notes by the giving to it of at least 30 not less than 45 days’ written ' notice to that effect signed on behalf to such Paying Agent or Calculation Agent. 13.2 The appointment of any Paying Agent or Calculation Agent as the agent of the Issuer specifying the date on which hereunder and in relation to any Notes shall terminate forthwith if: (a) such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case of the resignation or removal of any Registrar or Paying Calculation Agent, as the case may be, shall not take effect until a new Registrar becomes incapable of acting; (b) such Paying Agent or Paying Calculation Agent, as the case may be, has been is adjudged bankrupt or insolvent; (c) such Paying Agent or Calculation Agent, as the case may be, files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; (d) a resolution is passed or an order is made for the winding up or dissolution of such Paying Agent or Calculation Agent, as the case may be; (e) a receiver, administrator or other similar official is appointed in respect of such Paying Agent, Registrar or Calculation Agent, as the case may be; (f) an order of any court is entered approving any petition filed by or against such Paying Agent or Calculation Agent, as the case may be, under the provisions of any applicable bankruptcy or insolvency law; or (g) if in relation to such Paying Agent or Calculation Agent, as the case may be, any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 13.3 The termination of the appointment of any Paying Agent or Calculation Agent under this Agreement will not entitle the Paying Agent or the Calculation Agent to any amount by way of compensation but will be without prejudice to any amount then accrued due. 13.4 All or any of the Paying Agents or Calculation Agents may resign their respective appointments under this Agreement at any time by giving to the Issuer and, where appropriate, the Issue and Paying Agent at least 45 days' prior written notice to that effect provided that, so long as hereinafter providedany of the Notes is outstanding, the notice may not, in the case of a Paying Agent or Calculation Agent, expire less than 45 days before any due date for the payment of interest. Following receipt of a notice of resignation from a Paying Agent or Calculation Agent, the Issuer will promptly, and such Agent has accepted such appointment. Any change in any event not less than 30 days before the resignation takes effect, give notice to the Noteholders. If the Issue and Paying Agent shall be notified by resigns or is removed pursuant to Clauses 13.1 or 13.2 above or in accordance with this Clause 13.4, the Issuer will promptly and in any event within 30 days appoint a successor. If the Issuer fails to appoint a successor within such period, the other AgentsIssue and Paying Agent may select a leading bank to act as Issue and Paying Agent hereunder and the Issuer will appoint that bank as the successor Issue and Paying Agent. The Issuer agrees with each shall forthwith notify the other parties hereto thereof whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 13.5 Upon any resignation or revocation becoming effective under this Clause 13, the relevant Paying Agent or Calculation Agent shall: (a) be released and discharged from its obligations under this Agreement but without prejudice to any rights or obligations accrued (pursuant to Clause 13.4 above) or incurred on or before such resignation or revocation becoming effective (save that if it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the day falling 10 days before provisions of Clause 11, this Clause 13 and Clause 14.3); (b) repay to the expiry Issuer such part of any notice, fee paid to it in accordance with Clause 14.1 as may be agreed between the Issuer has not appointed a successor Agent, relevant Paying Agent or Calculation Agent and the Agent shall be entitled on behalf Issuer; (c) in the case of the Issuer and Paying Agent, deliver to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking effectthe Issuer, the successor Issuer and Paying Agent, a copy, certified as true and up to date by an officer of the Issue and Paying Agent, of the records maintained by it in accordance with Clause 9.3; (d) in the case of a Calculation Agent, deliver to the Issuer and the successor Calculation Agent shall hold a copy, certified as true and up-to-date by an officer of such Calculation Agent of the records maintained by it in accordance with Clause 7.3(b); and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 11.1 or Clause 14) transfer all moneys deposited with or held by it hereunder to its successor in respect that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. 13.6 Any corporation into which any Paying Agent or Calculation Agent may be merged, converted or consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent or Calculation Agent shall be a party, shall, to the extent permitted by applicable law, be the successor to such Paying Agent or Calculation Agent hereunder and in relation to the Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the order of Issuer and the successor Paying Agent, but shall have no other duties or responsibilities hereunder parties hereto and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.115. 10.3 In case at any time any Registrar or 13.7 If the Paying Agent decides to change its specified office, it shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver give notice to the Issuer an instrument accepting such appointment and(with a copy, without any further actif necessary, deed or conveyance, it shall become vested with all to the authorities, rights, powers, immunities, duties Issue and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent) of the address of the new specified office stating the date on which such change is to take effect, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent which date shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice days after the date of such notice. The relevant Paying Agent shall (at the expense of the Issuer) not less than 14 days prior to the Issuer date on which such change is to take effect (unless the appointment of the relevant Paying is to terminate pursuant to any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation the foregoing provisions of this Clause 13 on or change of specified office is given prior to the Payees and, in accordance with § 10 date of the Conditions, such change) publish or cause to the Holdersbe published notice thereof.

Changes in Agents. 10.1 Any Registrar 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 Fiscal Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority, there will at all times be, in the case of Bearer Notes, a Paying Agent (which may be the Fiscal Agent) and, in the case of Registered Notes, a Transfer Agent (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 other relevant authority; (b) there will at all times be a Fiscal Agent and a Registrar; (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 Paying Agent in its capacity a jurisdiction, other than the jurisdiction in which the Issuer is incorporated. In addition, the Issuer shall as such may soon as practicable appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 7.5. Any variation, termination, appointment or change shall only take effect (other than in the cases as provided in subclause 24.4 or a Paying Agent ceasing to be removed at any time by a Participating FFI, 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 giving to it of at least 30 days’ written notice to that effect signed on behalf Noteholders in accordance with Condition 15. 24.2 Each of the Issuer specifying Fiscal Agent and the date on which such removal shall become effective. Any Registrar or Paying Agent may (subject as provided in subclause 24.5) at any time resign by giving at least 90 45 days’ ' written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such its resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date and, in the case . 24.3 Each of the resignation or removal of Fiscal Agent and the Registrar may (subject as provided in subclause 24.5) be removed at any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed time by the Issuer as hereinafter provided, and such Agent has accepted such appointment. Any change on at least 45 days' notice in any Agent shall be notified by writing from the Issuer to specifying the other Agents. The Issuer agrees with each Agent that if by date when the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent removal shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institutionbecome effective. 10.2 Upon its resignation or removal taking effect, 24.4 Notwithstanding the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms provisions of Clause 9.1. 10.3 In case 24.5, if at any time any Registrar an Agent: (a) fails to comply with its obligations hereunder, (b) becomes incapable of acting, (c) is adjudged bankrupt or Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.insolvent,

Changes in Agents. 10.1 Any Registrar ‌ 24.1 The Trustee may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date or the Maturity Date; and (b) notice shall be given to Certificateholders under Condition 18 (Notices) at least 30 days before the removal or appointment of an Agent (other than the Calculation Agent).‌ 24.2 Notwithstanding the provisions of Clause 24.1, if at any time: (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its capacity creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as such they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation; (b) an Agent fails to become or ceases to be removed a Participating FFI; or (c) in the case of the Calculation Agent, it fails to determine the Periodic Distribution Amounts or Return Accumulation Periods as provided in the Conditions and this Agreement, the Trustee may forthwith without notice terminate the appointment of the Agent, in which event (save with respect to the termination of the appointment of the Calculation Agent) notice shall be given to the Certificateholders under Condition 18 (Notices) as soon as is practicable.‌ 24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by the giving to it of the Trustee and, where appropriate, the Principal Paying Agent at least 30 90 days’ ' prior written notice to that effect signed on behalf of the Issuer specifying the date on which such removal shall become effective. Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation or removal shall take effect within 30 days before or after any payment date andprovided that, in the case of the resignation or removal of any Registrar or a Paying Agent, so long as any of the case may beCertificates are outstanding, the notice shall not take effect until expire less than 45 days before any Periodic Distribution Date. Following receipt of a new Registrar or Paying notice of resignation from an Agent (other than the Calculation Agent), as the case may be, has been appointed by the Issuer as hereinafter providedTrustee shall promptly, and such Agent has accepted such appointment. Any change in any Agent shall be notified by the Issuer to the other Agents. The Issuer agrees with each Agent that if by the day falling 10 event not less than 30 days before the expiry of any notice, the Issuer has not appointed a successor Agent, the Agent shall be entitled on behalf of the Issuer to appoint as a successor Agent in its place a reputable financial institution. 10.2 Upon its resignation or removal taking takes effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect give notice of the Notes such resignation to the order of Certificateholders under Condition 18 (Notices). If the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 In case at any time any Registrar or Principal Paying Agent shall resign or shall be removed, the successor Registrar or Paying Agent may be appointed by the Issuer by an instrument in writing given to the successor Registrar or Paying Agent. Upon the appointment of such successor Registrar or Paying Agent and acceptance by it of such appointment, the Registrar or Paying Agent so superseded shall cease to be a Registrar or Paying Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent removed pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.Clauses 24.1 or‌

Changes in Agents. 10.1 Any Registrar or Paying 14.1 The Fiscal Agent may (subject as provided in Clause 14.3 below) at any time resign as Fiscal Agent by giving at least 45 days’ written notice to the Issuer of such intention on its capacity part, specifying the date on which its desired resignation shall become effective. 14.2 The Fiscal Agent may (subject as such may provided in Clause 14.3 below) be removed at any time by the giving to Issuer on at least 45 days’ notice by the filing with it of at least 30 days’ written notice to that effect an instrument in writing signed on behalf of the Issuer specifying such removal and the date on which such removal when it shall become effective. . 14.3 Any Registrar or Paying Agent may at any time resign by giving at least 90 days’ written notice (unless the Issuer agrees to accept less notice) to that effect to the Issuer specifying the date on which such resignation shall become effective. Notwithstanding the foregoing, no such resignation under Clause 14.1 or removal under Clauses 14.2 or 14.4 shall only take effect within 30 days before or after any payment date and, in upon the case of the resignation or removal of any Registrar or Paying Agent, as the case may be, shall not take effect until a new Registrar or Paying Agent, as the case may be, has been appointed appointment by the Issuer as hereinafter provided, of a successor Fiscal Agent and such Agent has accepted such appointment. Any change (other than in any Agent shall cases of insolvency of the Fiscal Agent) on the expiry of the notice to be notified by the Issuer to the other Agentsgiven under Clause 14. The Issuer agrees with each the Fiscal Agent that if if, by the day falling 10 ten days before the expiry of any noticenotice under Clause 14.1, the Issuer has not appointed a successor Fiscal Agent, then the Fiscal Agent shall be entitled entitled, on behalf of the Issuer Issuer, to appoint as a successor Fiscal Agent in its place a reputable financial institutioninstitution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). 10.2 Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys deposited with or held by it hereunder in respect of the Notes to the order of the successor Paying Agent, but shall have no other duties or responsibilities hereunder and shall be entitled to the payment by the Issuer of its remuneration for services rendered hereunder and to the reimbursement of its expenses incurred up to its resignation or removal taking effect in accordance with the terms of Clause 9.1. 10.3 14.4 In case at any time the Fiscal Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any Registrar order of any court is entered approving any petition filed by or Paying Agent shall resign against it under the provisions of any applicable bankruptcy or insolvency law a successor Fiscal Agent, which shall be removed, the successor Registrar or Paying Agent a reputable financial institution of good standing may be appointed by the Issuer by an instrument in writing given to filed with the successor Registrar or Paying Fiscal Agent. Upon the appointment as aforesaid of such a successor Registrar or Paying Fiscal Agent and acceptance by it the latter of such appointmentappointment and (other than in case of insolvency of the Fiscal Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 14, the Registrar or Paying Fiscal Agent so superseded shall cease to be a Registrar or Paying the Fiscal Agent hereunder. 10.4 Any successor Registrar or Paying Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting such appointment and, without any further act, deed or conveyance, it shall become vested with all the authorities, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Registrar or Paying Agent in accordance with this Agreement, and such predecessor Paying Agent, if any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this Agreement, shall thereupon become obliged to deliver and pay over to any such successor Paying Agent, and any such successor Paying Agent shall be entitled to receive, all moneys, documents and records held by it hereunder. On the termination of its appointment a Registrar or Paying Agent shall pass all records and documents held by it pursuant to this Agreement to the respective successor Agent. 10.5 Each Agent shall give not less than 30 days’ notice to the Issuer of any proposed change in its specified office. 10.6 The Issuer shall ensure that prompt notice of any such proposed appointment, termination, resignation or change of specified office is given to the Payees and, in accordance with § 10 of the Conditions, to the Holders.