Common use of Changes in Agents Clause in Contracts

Changes in Agents. 24.1 Each of the relevant Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor as the case may be, as provided herein: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and (whilst any Registered Notes are outstanding) 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 any other relevant authority; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor is incorporated. In addition, the relevant Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 16. 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below) at any time resign as such by giving at least 45 days' written notice to the relevant Issuer, the Guarantor and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below) be removed at any time by the relevant Issuer and the Guarantor on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of the relevant Issuer and the Guarantor specifying such removal and the date when it shall become effective. 24.4 Any resignation under subclause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 24.3 or 24.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, of a successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 26. The relevant Issuer and the Guarantor each agree with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 24.2, the relevant Issuer and the Guarantor has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the Guarantor, to appoint as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayed. 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 thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer and the Guarantor by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 the Agent so superseded shall cease to be an Agent hereunder. 24.6 Subject to subclause 24.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and 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 subclause 24.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, forthwith transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, held by it hereunder to the successor Agent hereunder; and (b) be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of clause 18. 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like effect as if originally named as an Agent hereunder.

Changes in Agents. 24.1 Each of the relevant 22.1 The Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor as the case may be, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be the Registrar, with a specified office in such the place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, and a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; andRegistrar; (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWFincorporated; and (d) whenever a function expressed in the Guarantor Conditions of the Subordinated Notes to be performed by the Agent Bank fails to be performed, the Issuer will appoint and (for so long as such function is incorporatedrequired to be performed) there will at all times be an Agent Bank. In addition, the relevant Issuer and shall with the Guarantor shall forthwith 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 8.56.6 of the Senior Notes or, as the case may be, Condition 6.5 of the Subordinated Notes. Any variation, termination, appointment or change of the Principal Paying Agent and the Registrar shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below22.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 16. 24.2 Each 15 of the Senior Notes or, as the case may be, Condition 16 of the Subordinated Notes.‌ 22.2 The Principal Paying Agent, the Agent Bank and the Registrar may (subject as provided in subclause 24.4 below22.4) at any time resign as such by giving at least 45 60 days' written notice to the relevant Issuer, the Guarantor Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective.effective.‌ 24.3 Each of the 22.3 The Principal Paying Agent, the Agent Bank and the Registrar may (subject as provided in subclause 24.4 below22.4) be removed at any time by the relevant Issuer and with the Guarantor prior written approval of the Trustee on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of from the relevant Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective.effective.‌ 24.4 22.4 Any resignation under subclause 24.2 22.2 or removal of the Principal Paying Agent, the Agent Bank or the Registrar under subclauses 24.3 22.3 or 24.5 22.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, of a successor Principal Paying Agent, the Agent Bank or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent, the Agent Bank or the Registrar, as the case may be) on the expiry of the notice to be given under clause 26. The relevant Issuer and the Guarantor each agree with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 24.2, the relevant Issuer and the Guarantor has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the Guarantor, to appoint as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayed. 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 thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer and the Guarantor by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 the Agent so superseded shall cease to be an Agent hereunder. 24.6 Subject to subclause 24.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and 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 subclause 24.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, forthwith transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, held by it hereunder to the successor Agent hereunder; and (b) be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of clause 18. 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like effect as if originally named as an Agent hereunder.clause

Changes in Agents. 24.1 Each of the relevant 23.1 The Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Fiscal Agent and have been returned to the relevant Issuer or the Guarantor as the case may beIssuer, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authoritythere will at all times be a Fiscal Agent and a Registrar; (b) there will at all times be: (i) in the case of Bearer Notes, a Paying Agent (which may be the Fiscal Agent), and (ii) in the case of Registered Notes, a Transfer Agent (which may be the Registrar); (c) there will at all times be a Paying AgentAgent in a jurisdiction other than the jurisdiction in which the Issuer is incorporated; (d) 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 the United States; and (e) so long as this Series of Notes was listed on a stock exchange by the Issuer and remains so listed, there will at all times be an Agent (which may be the Principal Paying Fiscal Agent, and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be the Registrar, with having a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange such exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor is incorporated. In addition, the relevant Issuer and the Guarantor shall forthwith as soon as practicable appoint a Paying Agent having a specified office in New York City the United States in the circumstances described in Condition 8.57.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (cases as provided in subclause 24.5 below)subclauses 23.2 and 23.5 or a Paying Agent ceasing to be a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1615. 24.2 23.2 If the Issuer requests at any time that an Agent concur with it in respect of any Benchmark Amendments and the relevant Agent determines, in its sole discretion (acting reasonably and in good faith) that it is unable to concur with the Issuer in respect of such Benchmark Amendments for the reasons outlined in Clause 21.10 and Condition 6.7(I)(d), then the Issuer may forthwith terminate the appointment of such Agent, in which event notice thereof shall be given to the Noteholders under Condition 15 as soon as is practicable. 23.3 Each of the Principal Paying Fiscal Agent and the Registrar may (subject as provided in subclause 24.4 below23.6) at any time resign as such by giving at least 45 90 days' written notice to the relevant Issuer, the Guarantor and the Trustee of such intention on its part, Issuer specifying the date on which its desired resignation shall become effective. 24.3 23.4 Each of the Principal Paying Fiscal Agent and the Registrar may (subject as provided in subclause 24.4 below23.6) be removed at any time by the relevant Issuer and the Guarantor on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of from the relevant Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective. 24.4 Any resignation under 23.5 Notwithstanding the provisions of subclause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 24.3 or 24.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantor23.6, as hereinafter provided, of a successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 26. The relevant Issuer and the Guarantor each agree with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 24.2, the relevant Issuer and the Guarantor has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the Guarantor, to appoint as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayed. 24.5 In case if at any time any Agent resignsan Agent: (a) fails to comply with its obligations hereunder, or is removed, or (b) becomes incapable of acting or acting, (c) is adjudged bankrupt or insolvent, or (d) files a voluntary petition in bankruptcy or 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, (e) has an administrator, liquidator or administrative or other receiver appointed for it or all or a substantial part of its property, or (f) admits in writing its inability to pay or meet its debts as they may mature or suspends payment thereofof its debts, or if any (g) has 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 (h) has a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes take charge or control of it the Agent or of its property or affairs for the purpose of rehabilitation, conservation administration or liquidation, a successor Agent which then the Issuer may forthwith terminate the appointment of such Agent, and notice of such termination shall be a reputable financial institution given to the Noteholders under Condition 15 as soon as practicable thereafter. 23.6 Any resignation under subclause 23.3 or removal of good standing approved in writing the Fiscal Agent or the Registrar under subclauses 23.4 or 23.5 shall only take effect upon the appointment by the Trustee may be appointed by the relevant Issuer and the Guarantor by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Fiscal Agent and acceptance by it of such appointment or Registrar, as the case may be, and (other than in case cases of insolvency of termination under subclauses 23.5 and 23.1) on the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 25. The Issuer agrees with the Fiscal Agent so superseded and the Registrar that if, by the day falling 10 days before the expiry of any notice under subclause 23.1, the Issuer has not appointed a successor Fiscal Agent or Registrar, as the case may be, then the Fiscal Agent or Registrar, as the case may be, shall cease be entitled, on behalf of the Issuer, to be an appoint in its place as a successor Fiscal Agent hereunderor Registrar, as the case may be, a reputable financial institution of good standing which the Issuer shall approve. 24.6 23.7 Subject to subclause 24.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and 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 subclause 24.123.3, all or any of the Agents (other than the Principal Paying Agent and the RegistrarFiscal Agent) may resign their respective appointments hereunder under this Agreement at any time by giving the relevant Issuer, the Guarantor, the Trustee Issuer and the Principal Paying Fiscal Agent at least 45 days' written notice to that effect. 24.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent Fiscal Agent, the Registrar and the RegistrarExchange Agent, forthwith immediately transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the relevant Issuer (failing which, where of the relevant Issuer is UUWF, the Guarantor) of its commissions, fees and expenses for the payable in respect of its services theretofore rendered hereunder under this Agreement before termination in accordance with the terms of clause 18. 24.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like the same effect as if originally named as an Agent hereunderunder this Agreement. 23.10 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), then such Agent shall, on the date on which the termination takes effect, deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes, Coupons, Receipts and Talons surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of any Notes and Coupons that have become due and payable but that have not been presented for payment, but shall have no other duties or responsibilities under this Agreement.

Changes in Agents. 24.1 ‌ 23.1 Each of the relevant Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor Guarantor, as the case may be, as provided herein:in this Agreement:‌ (a) there will at all times be a Principal Paying Agent, a Registrar and, if and for so long as any calculation or determination is required to be made under the Conditions in respect of any Note by a Calculation Agent, a Calculation Agent; and (b) so long as the Notes are listed on any Stock Exchange stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent, which may be Agent (in the Principal Paying Agent, case of Bearer Notes) and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be Agent (in the Registrar, case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor is incorporated. In addition, the relevant Issuer and the Guarantor shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.57.6 (General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 1615 (Notices). 24.2 23.2 Each of the Principal Paying Agent and the Registrar may (without needing to give any reason and without any liability therefor and subject as provided in subclause 23.4) at any time resign by giving at least 45 days’ written notice to the Issuer, the Guarantor and the Trustee specifying the date on which its resignation shall become effective.‌ 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below) at any time resign as such by giving at least 45 days' written notice to the relevant Issuer, the Guarantor and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below23.4) be removed at any time by the relevant Issuer and the Guarantor on at least 45 days' ’ notice by the filing with it of an instrument in writing signed on behalf of from the relevant Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective.effective.‌ 24.4 23.4 Any resignation under subclause 24.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 24.3 23.3 or 24.5 23.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2625. The relevant Each of the Issuer and the Guarantor each agree agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under subclause 24.223.2, the relevant Issuer and the Guarantor has have not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer, the Guarantor and the Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayed.delayed.‌ 24.5 23.5 In case at any time any Agent (a) 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 thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law law‌ or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation or (b) fails duly or for an extended period of time to perform its functions and duties under the Conditions and this Agreement, a successor Agent which shall be a reputable financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer and the Guarantor by an instrument in writing filed with the successorprior written approval of the Trustee. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 25, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 24.6 23.6 Subject to subclause 24.123.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and 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 23.7 Subject to subclause 24.123.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder under this Agreement at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' ’ written notice to that effect. 24.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, forthwith Registrar immediately transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services theretofore rendered hereunder under this Agreement before termination in accordance with the terms of clause 18. 24.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like the same effect as if originally named as an Agent hereunderunder this Agreement.

Changes in Agents. 24.1 Each of the relevant Issuer (1) CNH Industrial and the Guarantor agrees CIFE agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or (in the Guarantor case of Guaranteed Notes) the Guarantor, as the case may be, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent, and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be the Registrar, with a specified office in such the place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange; (b) there will at all times be a Principal Paying Agent Agent, and, whilst any Registered Notes are outstandingin the case of CMU Notes, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation CMU Lodging and Paying Agent; and (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) where CNH Industrial is the Issuer or Guarantor in respect of an issuance of Notes, the United Kingdom. In addition, the relevant Issuer and and/or (in the case of Guaranteed Notes) the Guarantor shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.55(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below(5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI (as provided in subclause (11)), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1613. 24.2 (2) Each of the Principal Paying Agent Agent, and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 24.4 below(4)) at any time resign as such by giving at least 45 90 days' written notice to the relevant Issuer, the Guarantor CNH Industrial and the Trustee of such intention on its partCIFE, specifying the date on which its desired resignation shall become effective. 24.3 (3) Each of the Principal Paying Agent Agent, and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 24.4 below(4)) be removed at any time by the relevant Issuer and the Guarantor CNH Industrial and/or CIFE on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of from CNH Industrial and/or CIFE (as the relevant Issuer and the Guarantor case may be) specifying such removal and the date when it the removal shall become effective. 24.4 (4) Any resignation under subclause 24.2 (2) or removal of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclauses 24.3 subclause (3) or 24.5 (5) shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, CNH Industrial and/or CIFE of a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 2624. The relevant Issuer Each of CNH Industrial and the Guarantor each CIFE jointly and severally agree with the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling ten 10 days before the expiry of any notice under subclause 24.2(2), the relevant Issuer and the Guarantor has CNH Industrial or CIFE have not appointed a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the relevant Issuer CNH Industrial and the GuarantorCIFE, to appoint as a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Trustee CNH Industrial and CIFE shall approve in writing, which (such approval shall not to be unreasonably withheld or delayed). 24.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer CNH Industrial and the Guarantor by an instrument in writing filed with the successorCIFE. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 24, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 24.6 (6) Subject to subclause 24.1(1), the relevant Issuer and the Guarantor CNH Industrial and/or CIFE may, after prior consultation with the Principal Paying Agent and with the prior written approval of the TrusteeAgent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI). 24.7 (7) Subject to subclause 24.1(1), all or any of the Agents (other than the Principal Paying Agent and the RegistrarAgent) may resign their respective appointments hereunder under this Agreement at any time by giving the relevant Issuer, the Guarantor, the Trustee CNH Industrial and CIFE and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the RegistrarCMU Lodging and Paying Agent, forthwith immediately transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the relevant each Issuer (failing which, where the relevant Issuer is UUWFCIFE, the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services theretofore rendered hereunder under this Agreement before termination in accordance with the terms of clause 1816. 24.9 (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like the same effect as if originally named as an Agent hereunderunder this Agreement. (10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent. (11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI, on notice in writing from the relevant Issuer.

Changes in Agents. 24.1 Each 17.1 Any Paying Agent, Transfer Agent or Registrar may resign its appointment as the agent of the relevant Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available relation to the Principal Notes upon the expiration of not less than thirty days' notice to that effect by such Paying Agent, Transfer Agent and have been returned to the relevant Issuer or the Guarantor or, as the case may be, as the Registrar to the Issuer (with a copy, if necessary, to the Fiscal Agent) provided herein:that:‌ (a) any such notice which would otherwise expire within thirty days before or after the maturity date of any Series of Notes or any interest payment date in relation to any Series of Notes shall be deemed, in relation to such Series only, to expire on the thirtieth day following such date; and (b) in the case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom or, so long as any Notes are listed on any Stock Exchange stock exchange, the Paying Agent or admitted to listing by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be the Registrar, Registrar with a its specified office in London and/or in such other place as may be required by any such stock exchange, such resignation shall not be effective until a successor thereto as the rules and regulations agent of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Issuer in relation to the Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than has been appointed by the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor is incorporated. In addition, the relevant Issuer in accordance with Clause 17.6 and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.5. Any variation, termination, notice of such appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have has been given to the Noteholders in accordance with Condition 1614. 24.2 Each 17.2 The Issuer may revoke its appointment of any Paying Agent, Registrar or the Principal Paying Transfer Agent and the Registrar may (subject as provided its agent in subclause 24.4 below) at any time resign as such by giving at least 45 days' written notice relation to the relevant Issuer, the Guarantor and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below) be removed at any time Notes by the relevant Issuer and the Guarantor on at least 45 not less than thirty days' notice by the filing with it of an instrument in writing signed on behalf of the relevant Issuer and the Guarantor specifying to that effect to such removal and the date when it shall become effective. 24.4 Any resignation under subclause 24.2 or removal of the Principal Paying Agent, Transfer Agent or the Registrar under subclauses 24.3 or 24.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, of a successor Principal Paying Agent or Registraror, as the case may be, and (other than such Registrar provided that, in cases of insolvency the case of the Principal Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the RegistrarUnited Kingdom or, so long as the case may be) any Notes are listed on the expiry of the notice to be given under clause 26. The relevant Issuer and the Guarantor each agree with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 24.2stock exchange, the relevant Issuer and the Guarantor has not appointed a successor Principal Paying Agent or RegistrarRegistrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such revocation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Notes has been appointed by the Issuer and notice of such appointment has been given in accordance with Condition 14. 17.3 The Issuer may revoke its appointment of any Paying Agent, Registrar or the Transfer Agent as its agent hereunder and/or in relation to any Series of Notes if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. 17.4 The appointment of any Paying Agent, Registrar or Transfer Agent as the agent of the Issuer in relation to the Notes shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: such Paying Agent, Transfer Agent or, as the case may be, then the Principal Registrar becomes incapable of acting; such Paying Agent, Transfer Agent or Registraror, as the case may be, shall be entitledRegistrar is adjudged bankrupt or insolvent; such Paying Agent, on behalf of the relevant Issuer and the Guarantor, to appoint as a successor Principal Paying Transfer Agent or Registraror, as the case may be, in its place a reputable financial institution of good standing which the Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayed. 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 Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administratora receiver, liquidator or administrative administrator or other receiver similar official of all or a any substantial part of its property, property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent, Transfer Agent or, as the case may be, Registrar; a receiver, administrator or if other similar official of such Paying Agent, Transfer Agent or, as the case may be, Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against it such Paying Agent, Transfer Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law law; or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of it such Paying Agent, Transfer Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer and the Guarantor by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 the Agent so superseded shall cease to be an Agent hereunder. 24.6 Subject 17.5 The Issuer may appoint substitute or additional agents in relation to subclause 24.1, the relevant Issuer Notes and the Guarantor may, after prior consultation with the Principal Paying Agent and with the prior written approval of the Trustee, terminate the appointment of any of shall forthwith notify the other Agents at any time and/or appoint one parties hereto thereof, whereupon the parties hereto and such substitute or more further or other Agents by giving to additional agents shall thereafter have the Principal Paying Agent same rights and to obligations among them as would have been the relevant other Agent at least 45 days' notice in writing to that effect (other than case had they then entered into an agreement in the case form mutatis mutandis of insolvency)this Agreement. 24.7 Subject to subclause 24.117.6 If any Paying Agent, all Transfer Agent or any Registrar gives notice of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, forthwith transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, held by it hereunder to the successor Agent hereunder; and (b) be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with Clause 17.1 and by the terms tenth day before the expiration of clause 18. 24.9 Upon its appointment becoming effective, such notice a successor or new to such Paying Agent, Transfer Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, Registrar as the agent of the Issuer in relation to the Notes has not been appointed by the Issuer, such Paying Agent, Transfer Agent or, as the case may be, Registrar may itself, following such consultation with the Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 14, whereupon the parties hereto and such successor agent shall thereafter have the same 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.‌ 17.7 Upon any resignation or revocation becoming effective under this Clause 17, the relevant Paying Agent, the Transfer Agent or, as the case may be, Registrar shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clause 15.3, Clause 16 and this Clause 17); (b) repay to the Issuer such part of any fee paid to it in accordance with like effect Clause 15.1 as if originally named shall relate to any period thereafter; (c) in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an Agent officer of the Fiscal Agent, of the records maintained by it in accordance with Clause 13; (d) in the case of a Registrar, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of such Registrar, of each of the Registers and other records maintained by it in accordance with Clause 14; and (e) in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12; (f) As soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 15 or Clause 16.4) transfer all moneys and papers (including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Bearer Notes, Coupons or, as the case may be, Registered Notes held by it hereunder) to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. 17.8 Any corporation into which any Paying Agent, Transfer Agent or Registrar may be merged or converted, any corporation with which any Paying Agent, Transfer Agent or Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, Transfer Agent or Registrar shall be a party, shall, to the extent permitted by applicable law, be the successor to such Paying Agent or, as the case may be, Transfer Agent or Registrar as agent of the Issuer in relation to the Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the Issuer and the other parties hereto.

Changes in Agents. 24.1 Each of the relevant 21.1 The Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor as the case may beIssuer, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be the Registrar, Agent with a specified office in such the place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and; (c) if at any time (i) any withholding or deduction of any amount for or on account of any taxes or duties upon the Notes or Coupons is required upon the Notes or Coupons being presented for payment in the United Kingdom; and (ii) such withholding or deduction would not be required were the Notes or Coupons to be presented for payment outside the United Kingdom, there will at all such times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the relevant Issuer or Tax Jurisdiction; and (where the relevant Issuer is UUWFd) the Guarantor is incorporatedan Agent Bank. In addition, the relevant Issuer and shall with the Guarantor shall forthwith prior written approval of the Note Trustee immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.58.4 (Payments – General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below21.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1616 (Notices). 24.2 Each of the 21.2 The Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below21.4) at any time resign as such (without obligation to give reasons therefor and without any responsibility for costs occasioned thereby) by giving at least 45 60 days' written notice to the relevant Issuer, the Guarantor Issuer and the Note Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 24.3 Each of the 21.3 The Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below21.4) be removed at any time by the relevant Issuer and with the Guarantor prior written approval of the Note Trustee on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of from the relevant Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective. 24.4 21.4 Any resignation under subclause 24.2 21.2 or removal of the Principal Paying Agent or the Registrar under subclauses 24.3 21.3 or 24.5 21.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, of a successor Principal Paying Agent or Registrar, as approved in writing by the case may be, Note Trustee and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may beAgent) on the expiry of the notice to be given under clause 2623. The relevant Issuer and the Guarantor each agree agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under subclause 24.221.2, the relevant Issuer and the Guarantor has not appointed a successor Principal Paying Agent or Registrar, as approved in writing by the case may be, Note Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Note Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayedapprove. 24.5 21.5 In case at any time any time: (a) an 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 thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (b) in the case of the Agent Bank, a successor it fails to determine the Rate of Interest, the Interest Amount and an Interest Period as provided in the Conditions and this Agreement, the Issuer may with the prior written approval of the Note Trustee forthwith without notice terminate the appointment of the relevant Agent, in which event (save with respect to the termination of the appointment of the Agent which Bank) notice shall be a reputable financial institution of good standing approved in writing by given to the Trustee may be appointed by the relevant Issuer and the Guarantor by an instrument in writing filed with the successorNoteholders under Condition 16 (Notices) as soon as practicable. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 23, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 24.6 21.6 Subject to subclause 24.121.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and with the prior written approval of the Note 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 21.7 Subject to subclause 24.121.1, all or any of the Agents (other than the Principal Paying Agent and the RegistrarAgent) may resign their respective appointments hereunder under this Agreement at any time by giving the relevant Issuer, the Guarantor, the Note Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 21.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, forthwith immediately transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder under this Agreement to the successor Agent hereunderPrincipal Paying Agent; and (b) be entitled to the payment by the relevant Issuer (failing which, where of the relevant Issuer is UUWF, the Guarantor) of its commissions, fees and expenses for the payable in respect of its services theretofore rendered hereunder under this Agreement before termination in accordance with the terms of clause 1816. 24.9 21.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like the same effect as if originally named as an Agent hereunderunder this Agreement.

Changes in Agents. 24.1 25.1 Each of the relevant Issuer and the Guarantor Guarantors agrees that, for so long as any Note Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes Covered Bonds have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor Guarantors, as the case may be, as provided hereinin this Agreement: (a) there will at all times be a Principal Paying Agent and/or an N Covered Bond Paying Agent (as the case may be) and a Registrar and/or an N Covered Bond Registrar (as the case may be); (b) it will maintain a Paying Agent (which may be the Principal Paying Agent) and an N Covered Bond Paying Agent having a specified office in a city approved by the Bond Trustee in Europe; (c) so long as any Notes Covered Bonds are listed on any Stock Exchange stock exchange or admitted to listing or trading by any other relevant authority, there will at all times be a Paying Agent, Agent (in the case of Bearer Covered Bonds) which may be the Principal Paying Agent, Agent and (whilst any Registered Notes are outstanding) a Transfer Agent, Agent (in the case of Registered Covered Bonds) which may be the Registrar, with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or any as the case may be, other relevant authority; (bd) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are registered in the name of DTC or its nominee, there will at all times be an Exchange Agent with a Principal Paying Agent and, whilst any Registered Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agentspecified office in the United States; and (ce) there the Issuer will at all times be ensure that it maintains a Paying Agent in a jurisdiction within EuropeMember State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with or introduced in order to conform to such Directive, other than if any (if there is any such Member State), provided that the jurisdiction Issuer shall not, under any circumstances, be obliged to maintain a Paying Agent with a specified office in which a Member State of the relevant Issuer European Union unless at least one Member State does not require a Paying Agent making payments through a specified office in that Member State to so withhold or (where the relevant Issuer is UUWF) the Guarantor is incorporateddeduct tax. In addition, the relevant Issuer and the Guarantor Guarantors shall forthwith appoint a Paying Agent having a specified office in New York City the United States in the circumstances described in Condition 8.55.5. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 belowClause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders Covered Bondholders in accordance with Condition 1613. 24.2 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 belowClauses 25.1 and 25.4) at any time resign as such by giving at least 45 60 days' written notice to the relevant Issuer, the Guarantor Guarantors and the Bond Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 24.3 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 belowClauses 25.1 and 25.4) be removed at any time by the relevant Issuer and the Guarantor Guarantors with the prior written approval of the Bond Trustee, which approval shall not be unreasonably withheld, on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of from the relevant Issuer and the Guarantor Guarantors specifying such removal and the date when it the removal shall become effective. 24.4 25.4 Any resignation under subclause 24.2 Clause 25.2 or removal under Clauses 25.3 or 25.5 of the Principal Paying Agent or the Registrar under subclauses 24.3 or 24.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, Guarantors of a successor Successor Principal Paying Agent or Successor Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 26Clause 28. The relevant Issuer and each of the Guarantor each Guarantors agree with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under subclause 24.2Clause 25.2, the relevant Issuer and the Guarantor has Guarantors have not appointed a successor Successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Bond Trustee, which approval shall not be unreasonably withheld, then the Principal Paying Agent or the Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the GuarantorGuarantors, to appoint in its place as a successor Successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayedapprove. 24.5 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 thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Successor Agent which shall be a reputable financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer and the Guarantor by an instrument in writing filed Guarantors with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 the Agent so superseded shall cease to be an Agent hereunder. 24.6 Subject to subclause 24.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and 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 subclause 24.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, forthwith transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, held by it hereunder to the successor Agent hereunder; and (b) be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of clause 18. 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like effect as if originally named as an Agent hereunder.the

Changes in Agents. 24.1 Each of the relevant Issuer (1) Fiat Chrysler and the Guarantor agrees FCFE each agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may be, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent, which may be the Principal Paying AgentAgent or, in the case of CMU Notes, the CMU Lodging and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be the Registrar, Paying Agent with a specified office in such the place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstandingin the case of CMU Notes, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation CMU Lodging and Paying Agent; and; (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (where in the relevant Issuer case of Guaranteed Notes) is UUWFincorporated, and (ii) the United Kingdom, where Fiat Chrysler is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor is incorporated(in the case of Guaranteed Notes). In addition, the relevant Issuer and and/or the Guarantor (in the case of Guaranteed Notes) shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.55(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below(5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1613. 24.2 (2) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 24.4 below(4)) at any time resign as such by giving at least 45 90 days' written notice to the relevant Issuer, the Guarantor Fiat Chrysler and the Trustee of such intention on its partFCFE, specifying the date on which its desired resignation shall become effective. 24.3 (3) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 24.4 below(4)) be removed at any time by the relevant Issuer and the Guarantor Fiat Chrysler and/or FCFE on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of from Fiat Chrysler and/or FCFE (as the relevant Issuer and the Guarantor case may be) specifying such removal and the date when it the removal shall become effective. 24.4 (4) Any resignation under subclause 24.2 (2) or removal of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclauses 24.3 subclause (3) or 24.5 (5) shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter providedFiat Chrysler and/or FCFE, of a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice to be given under clause 2624. The relevant Issuer Each of Fiat Chrysler and the Guarantor each agree FCFE jointly and severally agrees with the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling ten 10 days before the expiry of any notice under subclause 24.2(2), the relevant Issuer Fiat Chrysler and the Guarantor has FCFE have not appointed a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the relevant Issuer Fiat Chrysler and the GuarantorFCFE, to appoint as a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Trustee Fiat Chrysler and FCFE shall approve in writing, which (such approval shall not to be unreasonably withheld or delayed). 24.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer Fiat Chrysler and the Guarantor by an instrument in writing filed with the successorFCFE. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 24, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 24.6 (6) Subject to subclause 24.1(1), the relevant Issuer Fiat Chrysler and the Guarantor FCFE may, after prior consultation with the Principal Paying Agent and with the prior written approval of the TrusteeAgent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI). 24.7 (7) Subject to subclause 24.1(1), all or any of the Agents (other than the Principal Paying Agent and the RegistrarAgent) may resign their respective appointments hereunder under this Agreement at any time by giving the relevant Issuer, the Guarantor, the Trustee Fiat Chrysler and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the RegistrarCMU Lodging and Paying Agent, forthwith immediately transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the relevant each Issuer (failing which, other than where the relevant Issuer is UUWFFiat Chrysler, the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services theretofore rendered hereunder under this Agreement before termination in accordance with the terms of clause 1816. 24.9 (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like the same effect as if originally named as an Agent hereunderunder this Agreement. (10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent. (11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.

Changes in Agents. 24.1 Each of the relevant Issuer (1) Stellantis and the Guarantor agrees FCFE each agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or the Guarantor (in the case of Guaranteed Notes), as the case may be, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent, which may be the Principal Paying AgentAgent or, in the case of CMU Notes, the CMU Lodging and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be the Registrar, Paying Agent with a specified office in such the place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstandingin the case of CMU Notes, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation CMU Lodging and Paying Agent; and; (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or the Guarantor (where in the relevant Issuer case of Guaranteed Notes) is UUWFincorporated, and (ii) the United Kingdom, where Stellantis is the Issuer or a payment is made pursuant to the Guarantee by the Guarantor is incorporated(in the case of Guaranteed Notes). In addition, the relevant Issuer and and/or the Guarantor (in the case of Guaranteed Notes) shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.55(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below(5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI (as provided in subclause (11), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 1613. 24.2 (2) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 24.4 below(4)) at any time resign as such by giving at least 45 90 days' written notice to the relevant Issuer, the Guarantor Stellantis and the Trustee of such intention on its partFCFE, specifying the date on which its desired resignation shall become effective. 24.3 (3) Each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 24.4 below(4)) be removed at any time by the relevant Issuer and the Guarantor Stellantis and/or FCFE on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of from Stellantis and/or FCFE (as the relevant Issuer and the Guarantor case may be) specifying such removal and the date when it the removal shall become effective. 24.4 (4) Any resignation under subclause 24.2 (2) or removal of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclauses 24.3 subclause (3) or 24.5 (5) shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter providedStellantis and/or FCFE, of a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI) on the expiry of the notice to be given under clause 2624. The relevant Issuer Each of Stellantis and the Guarantor each agree FCFE jointly and severally agrees with the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling ten 10 days before the expiry of any notice under subclause 24.2(2), the relevant Issuer Stellantis and the Guarantor has FCFE have not appointed a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the relevant Issuer Stellantis and the GuarantorFCFE, to appoint as a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Trustee Stellantis and FCFE shall approve in writing, which (such approval shall not to be unreasonably withheld or delayed). 24.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer Stellantis and the Guarantor by an instrument in writing filed with the successorFCFE. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 24, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 24.6 (6) Subject to subclause 24.1(1), the relevant Issuer Stellantis and the Guarantor FCFE may, after prior consultation with the Principal Paying Agent and with the prior written approval of the TrusteeAgent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI). 24.7 (7) Subject to subclause 24.1(1), all or any of the Agents (other than the Principal Paying Agent and the RegistrarAgent) may resign their respective appointments hereunder under this Agreement at any time by giving the relevant Issuer, the Guarantor, the Trustee Stellantis and FCFE and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the RegistrarCMU Lodging and Paying Agent, forthwith immediately transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the relevant each Issuer (failing which, other than where the relevant Issuer is UUWFStellantis, the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services theretofore rendered hereunder under this Agreement before termination in accordance with the terms of clause 1816. 24.9 (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like the same effect as if originally named as an Agent hereunderunder this Agreement. (10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause (5) shall be borne by such resigning Agent. (11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI, on notice in writing from the relevant Issuer.

Changes in Agents. 24.1 Each of the relevant The Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor as the case may beIssuer, as provided hereinin this Agreement: (a) there will at all times be a Principal Paying Agent and a Registrar; (b) so long as any the Notes are listed on any Stock Exchange stock exchange or admitted to listing trading by any other relevant authority, there will at all times be a Paying Agent, which may be Agent (in the Principal Paying Agent, case of Bearer Notes) and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be Agent (in the Registrar, case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange stock exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor is incorporated. In addition, the relevant Issuer and the Guarantor shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.55.5. Any Notice of any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below), when it shall Agents will be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders promptly by the Issuer in accordance with Condition 1613. 24.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below24.4) at any time resign as such by giving at least 45 days' written notice to the relevant Issuer, the Guarantor and the Trustee of such intention on its part, Issuer specifying the date on which its desired resignation shall become effective. 24.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below24.4) be removed at any time by the relevant Issuer and the Guarantor on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of from the relevant Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective. 24.4 Any resignation under subclause 24.2 or removal of the Principal Paying Agent or the Registrar under subclauses 24.3 or 24.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, of a successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 26. The relevant Issuer and the Guarantor each agree agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under subclause 24.2, the relevant Issuer and the Guarantor has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the GuarantorIssuer, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Trustee Issuer shall approve in writing, which approval shall not be unreasonably withheld or delayedapprove. 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 thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer and the Guarantor by an instrument in writing filed with the successorIssuer. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such its appointment and (other than in case of insolvency of the Agent or where the Agent is an FFI and does not become or ceases to be a Participating FFI, when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 26, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 24.6 Subject to subclause 24.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and with the prior written approval of the TrusteeAgent, 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).effect 24.7 Subject to subclause 24.1, all or any of the Agents (other than the Principal Paying Agent and the RegistrarAgent) may resign their respective appointments hereunder under this Agreement at any time by giving the relevant Issuer, the Guarantor, the Trustee Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Agents that if, by the day falling 10 days before the expiry of any notice under this subclause 24.7, the Issuer has not appointed a successor Agent, as the case may be, then the Agent, as the case may be, shall be entitled, on behalf of the Issuer, to appoint in its place as a successor Agent, as the case may be, a reputable financial institution of good standing which the Issuer shall approve. 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, forthwith immediately transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the relevant Issuer (failing which, where of the relevant Issuer is UUWF, the Guarantor) of its commissions, fees and expenses for the payable in respect of its services theretofore rendered hereunder under this Agreement before termination in accordance with the terms of clause 18. 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like the same effect as if originally named as an Agent hereunderunder this Agreement.

Changes in Agents. 24.1 23.1 Each of the relevant Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor Guarantor, as the case may be, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing trading by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying AgentAgent (in the case of Bearer Notes), and (whilst any Registered Notes are outstanding) a Transfer AgentAgent (in the case of Registered Notes), which may be the Registrar, with a specified office in such the place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, and a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation AgentRegistrar; and (c) if, and for so long as, it may be necessary (in the context of Condition 8(i)) for a Noteholder to present any Note or Coupon to a Paying Agent in a jurisdiction other than the jurisdiction in which the Issuer or the Guarantor, as applicable, is incorporated in order to receive gross payment, there will at all such times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor is incorporated. In addition, the relevant Issuer and the Guarantor shall forthwith 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 8.56.6 (Payments – General provisions applicable to payments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below23.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' ’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 1614 (Notices). 24.2 23.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below23.4) at any time resign as such by giving at least 45 90 days' ’ written notice to the relevant Issuer, the Guarantor and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effectiveeffective and without liability for any costs incurred by the Issuer or the Guarantor in relation to such resignation. 24.3 23.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below23.4) be removed at any time by the relevant Issuer and the Guarantor with the prior written approval of the Trustee on at least 45 days' ’ notice by the filing with it of an instrument in writing signed on behalf of from the relevant Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective. 24.4 23.4 Any resignation under subclause 24.2 23.2 or removal of the Principal Paying Agent or the Registrar under subclauses 24.3 23.3 or 24.5 23.5 shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, Guarantor of a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee and (other than in cases of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2625. The relevant Each of the Issuer and the Guarantor each agree agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under subclause 24.223.2, the relevant Issuer and the Guarantor has have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the Guarantor, to appoint in its place as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer, the Guarantor and the Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayedapprove. 24.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer and the Guarantor by an instrument in writing filed with the successorprior written approval of the Trustee. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 25, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 24.6 23.6 Subject to subclause 24.123.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and 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, in which case the termination of appointment shall take event immediately upon notice). 24.7 23.7 Subject to subclause 24.123.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder under this Agreement at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' ’ written notice to that effect. 24.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, forthwith immediately transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services theretofore rendered hereunder under this Agreement before termination in accordance with the terms of clause 18. 24.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like the same effect as if originally named as an Agent hereunderunder this Agreement.

Changes in Agents. 24.1 Each of the 25.1 The relevant Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor as the case may be, as provided herein: (a) there will at all times be a Principal Paying Agent; (b) there will at all times be a Registrar with a specified office outside the United Kingdom; (c) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, (in the case of Bearer Notes) and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be the Registrar, (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and (cd) there will at all times be a Paying Agent with a specified office in a jurisdiction within Europe, city approved by the Trustee in continental Europe other than the any such jurisdiction in which the relevant Issuer is incorporated or resident for tax purposes; and (where e) so long as any of the relevant Issuer is UUWF) the Guarantor is incorporatedRegistered 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 London. In addition, the relevant Issuer and shall with the Guarantor shall prior written approval of the Trustee, forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the third paragraph of Condition 8.55(e). Any variation, termination, appointment or change in relation to any Series of Notes shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 25.5 below)) or of an Agent which is an FFI failing to become, or ceasing to be, a Participating FFI, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders holders of the relevant Series of Notes in accordance with Condition 1613 and provided that no such notice shall expire less than 30 days before or after any due date for the payment in respect of any Note or Coupon of such Series. 24.2 25.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 25.4 below) at any time resign as such by giving at least 45 90 days' written notice to the relevant Issuer, the Guarantor Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 24.3 25.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 25.4 below) be removed at any time by the relevant Issuer and Issuer, with the Guarantor prior written approval of the Trustee, on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of the relevant Issuer and the Guarantor specifying such removal and the date when it shall become effective. 24.4 Any resignation under subclause 24.2 or removal . Notwithstanding the previous sentence, each of the Principal Paying Agent and the Registrar may be removed by the relevant Issuer immediately if the Principal Paying Agent or the Registrar (as the case may be) does or is obliged to inform the relevant Issuer pursuant to clause 23.5 that it ceases to be exempt from FATCA Withholding Tax or that it fails to become or has ceased to be a Participating FFI. 25.4 Any resignation under subclauses 24.3 25.2 or 24.5 25.7 or removal under subclauses 25.3 or 25.5 shall only take effect upon the appointment by the relevant Issuer and the GuarantorIssuer, as hereinafter provided, of a successor Principal Paying Agent or Registrar, as the case may be, and (other than in cases the case of insolvency of the Principal Paying Agent or where the Registrar, as the case may beAgent is an FFI and does not become or ceases to be a Participating FFI) on the expiry of the notice to be given under clause 26Clause 27. The relevant Issuer and the Guarantor each agree with the Principal Paying Agent and the Registrar agrees that if, by the day falling ten days before the expiry of any notice under subclause 24.225.2 or subclause 25.7, the relevant Issuer and the Guarantor has not appointed a successor Principal Paying Agent or Registrar, as approved by the case may beTrustee, then the Principal Paying relevant Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the GuarantorIssuer, to appoint as a successor Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the relevant Issuer and the Trustee shall approve in writing, which approval shall not be unreasonably withheld or delayed. 24.5 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 thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation or, at any time, where any Paying Agent is an FFI and does not become or ceases to be a Participating FFI, a successor Agent (which shall be a reputable financial institution of good standing approved in writing by the Trustee Trustee) may be appointed by the relevant Issuer and in accordance with the Guarantor terms of this Agreement with the prior written consent of the Trustee by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such appointment and (other than in case of insolvency of the Agent or where the Agent is an FFI and does not become or ceases to be a Participating FFI when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 Clause 27 the Agent so superseded shall cease to be an Agent hereunder. 24.6 25.6 Subject to subclause 24.125.1, in relation to any Series of Notes the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and with the prior written approval consent of the Trustee, terminate the appointment of any of the other Agents at any time and/or and/or, after prior consultation with the Principal Paying Agent and the Trustee, appoint one or more further or other Agents Agents, in each case by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or where the Agent is an FFI and does not become or ceases to be a Participating FFI). 24.7 25.7 Subject to subclause 24.125.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the Registrar, forthwith transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder to the successor Agent hereunder; and (b) be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its any outstanding commissions, fees and expenses for the services theretofore therefor rendered hereunder in accordance with the terms of clause 18Clause 19. 24.9 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like effect as if originally named as an Agent hereunder.

Changes in Agents. 24.1 Each of the relevant 27.1 The Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer or the Guarantor as the case may be, as provided herein: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying AgentAgent and, which may be if the Principal Paying Agent, and (whilst any Registered Notes are outstanding) in registered form, a Registrar and Transfer Agent, which may be the Registrar, Agent with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively; (c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City; (d) there will at all times be a Transfer Agent having a specified office in New York City; and (e) there will at all times be a Principal Paying Agent and, whilst any Registered Notes are outstanding, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation Agent; and (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor is incorporated. In addition, the relevant Issuer and shall with the Guarantor shall prior written approval of the Trustee forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 8.56(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below27.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 16the Conditions. 24.2 27.2 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below27.4) at any time resign as such by giving at least 45 60 days' written notice to the relevant Issuer, the Guarantor Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 24.3 27.3 Each of the Principal Paying Agent and the Registrar may (subject as provided in subclause 24.4 below27.4) be removed at any time by the relevant Issuer and with the Guarantor prior written approval of the Trustee on at least 45 60 days' notice by the filing with it of an instrument in writing signed on behalf of the relevant Issuer and the Guarantor specifying such removal and the date when it shall become effective. 24.4 27.4 Any resignation under subclause 24.2 27.2 or removal of the Principal Paying Agent or the Registrar under subclauses 24.3 or 24.5 subclause 27.3 shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, provided of a successor Principal Paying Agent or Registrar, as Registrar approved in writing by the case may be, Trustee and (other than in cases the case of insolvency of the Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under clause 2629. The relevant Issuer and the Guarantor each agree agrees with the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 24.227.2, the relevant Issuer and the Guarantor has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the relevant Issuer and the GuarantorIssuer, to appoint as a successor Principal Paying Agent or Registrar, as the case may be, Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve in writing, which (such approval shall not to be unreasonably withheld or delayedwithheld). 24.5 27.5 In case at any time any the Principal Paying Agent or Registrar resigns, or is removed, or becomes incapable of acting action or is adjudged a bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer and with the Guarantor prior written approval of the Trustee by an instrument in writing filed with the successorsuccessor Principal Paying Agent or Registrar. Upon the appointment as aforesaid of a successor Principal Paying Agent or Registrar approved in writing by the Trustee and acceptance by it the latter of such appointment and (other than in case of insolvency of the Principal Paying Agent when it shall be of immediate effector Registrar) upon expiry of the notice to be given under clause 26 29 the Principal Paying Agent or Registrar so superseded shall cease to be an Agent hereunder. 24.6 Subject to subclause 24.1, the relevant Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent and or Registrar hereunder. 27.6 Subject to subclause 27.1, 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 insolvencyinsolvency of the Agent). 24.7 27.7 Subject to subclause 24.127.1, all or any of the Agents (other than the Principal Paying Agent and the Registrar) may resign their respective appointments hereunder at any time by giving the relevant Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. The Issuer agrees with the Trustee, the Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under subclause 27.6, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Principal Paying Agent or Registrar in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve (such approval not to be unreasonably withheld). 24.8 27.8 Upon its resignation or removal becoming effective, an Agent shallthe relevant Agent: (a) shall, in the case of the Principal Paying Agent and or the Registrar, forthwith transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, held by it hereunder hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it to the successor Principal Paying Agent or Registrar hereunder; and; (b) shall be entitled to the payment by the relevant Issuer (failing which, where the relevant Issuer is UUWF, the Guarantor) of its commissions, fees and expenses for the services theretofore thereto rendered hereunder in accordance with the terms of clause 1822; and (c) shall not have any further duties, obligations, liabilities or responsibilities hereunder. 24.9 27.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like effect as if originally named as an Agent hereunder, and such predecessor, upon payment to it of its commissions, fees and expenses then unpaid, shall thereupon become obliged to transfer, deliver and pay over, and such successor agent shall be entitled to receive, any moneys and records as referred to in subclause 27.8(a) of this clause, held by its predecessor hereunder. 27.10 The provisions of clauses 23 and 32 in respect of any Agent shall survive any change in Agent pursuant to this clause. 27.11 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled to terminate the Paying Agent or Registrar (as applicable) without notice and such termination will be effective from any such time specified in writing to such Paying Agent or Registrar (as applicable).

Changes in Agents. 24.1 Each of the relevant Issuer (1) CNH Industrial and the Guarantor agrees CIFE agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent and have been returned to the relevant Issuer or (in the Guarantor case of Guaranteed Notes) the Guarantor, as the case may be, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authorityExchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent or, in the case of CMU Notes, the CMU Lodging and Paying Agent, and (whilst any Registered Notes are outstanding) a Transfer Agent, which may be the Registrar, with a specified office in such the place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityExchange; (b) there will at all times be a Principal Paying Agent Agent, and, whilst any Registered Notes are outstandingin the case of CMU Notes, a Registrar and, whilst any Index Linked Notes are outstanding, a Calculation CMU Lodging and Paying Agent; and (c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than or in addition to (i) the jurisdiction in which the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor (in the case of Guaranteed Notes) is incorporated, and (ii) where CNH Industrial is the Issuer or Guarantor in respect of an issuance of Notes, the United Kingdom. In addition, the relevant Issuer and and/or (in the case of Guaranteed Notes) the Guarantor shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 8.55(d). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 24.5 below(5)) or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI (as provided in subclause (11)), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance ac c ordance with Condition 1613. 24.2 (2) Each of the Principal Paying Agent Agent, and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 24.4 below(4)) at any time resign as such by giving at least 45 90 days' written notice to the relevant Issuer, the Guarantor CNH Industrial and the Trustee of such intention on its partCIFE, specifying the date on which its desired resignation shall become effective. 24.3 (3) Each of the Principal Paying Agent Agent, and the Registrar CMU Lodging and Paying Agent may (subject as provided in subclause 24.4 below(4)) be removed at any time by the relevant Issuer and the Guarantor CNH Industrial and/or CIFE on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of from CNH Industrial and/or CIFE (as the relevant Issuer and the Guarantor case may be) specifying such removal and the date when it the removal shall become effective. 24.4 (4) Any resignation under subclause 24.2 (2) or removal of the Principal Paying Agent or the Registrar CMU Lodging and Paying Agent under subclauses 24.3 subclause (3) or 24.5 (5) shall only take effect upon the appointment by the relevant Issuer and the Guarantor, as hereinafter provided, CNH Industrial and/or CIFE of a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or the RegistrarCMU Lodging and Paying Agent, as the case may be, or where the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI) on the expiry of the notice notic e to be given under clause 2624. The relevant Issuer Each of CNH Industrial and the Guarantor each CIFE jointly and severally agree with w ith the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent that if, by the day falling ten 10 days before the expiry of any notice under subclause 24.2(2), the relevant Issuer and the Guarantor has CNH Industrial or CIFE have not appointed a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, then the Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, shall be entitled, on behalf of the relevant Issuer CNH Industrial and the GuarantorCIFE, to appoint as a successor Principal Paying Agent or RegistrarCMU Lodging and Paying Agent, as the case may be, in its place a reputable and experienced financial institution of good standing which the Trustee CNH Industrial and CIFE shall approve in writing, which (such approval shall not to be unreasonably withheld or delayed). 24.5 (5) In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereofof its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable and experienced financial institution of good standing approved in writing by the Trustee may be appointed by the relevant Issuer CNH Industrial and the Guarantor by an instrument in writing filed with the successorCIFE. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 26 24, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 24.6 (6) Subject to subclause 24.1(1), the relevant Issuer and the Guarantor CNH Industrial and/or CIFE may, after prior consultation with the Principal Paying Agent and with the prior written approval of the TrusteeAgent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or w here the Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed- Compliant FFI). 24.7 (7) Subject to subclause 24.1(1), all or any of the Agents (other than the Principal Paying Agent and the RegistrarAgent) may resign their respective appointments hereunder under this Agreement at any time by giving the relevant Issuer, the Guarantor, the Trustee CNH Industrial and CIFE and the Principal Paying Agent at least 45 days' written notice to that effect. 24.8 (8) Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent and the RegistrarCMU Lodging and Paying Agent, forthwith immediately transfer all moneys and records, and all Bearer Notes, Receipts, Coupons and Talons surrendered to it but not yet destroyed, records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the relevant each Issuer (failing which, where the relevant Issuer is UUWFCIFE, the Guarantor) of its the commissions, fees and expenses for the payable in respect of its services theretofore rendered hereunder under this Agreement before termination in accordance with the terms of clause 1816. 24.9 (9) Upon its appointment becoming effective, a successor or new Agent shall, without any further act, deed or conveyanceaction, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with like the same effect as if originally named as an Agent hereunderunder this Agreement. (10) In the case of a resignation of an Agent under subclause (2) or subclause (7), all costs and expenses in connection with such resignation and the appointment of a successor Agent under subclause ( 5) shall be borne by such resigning Agent. (11) Notwithstanding clause 24, an Agent may be removed at any time as soon as practicable, and in any case prior to the next Interest Payment Date for any Notes, where the relevant Agent is an FFI and fails to become, or ceases to be, a Participating FFI or a Registered Deemed-Compliant FFI, on notice in writing from the relevant Issuer.