Common use of Changes in Agents Clause in Contracts

Changes in Agents. 25.1 The Issuer agrees that, for so long as any Covered Bond is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds have been made available to the Fiscal Agent and have been returned to the Issuer, as provided in this Agreement: (a) so long as any Covered Bonds are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Fiscal Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be an Fiscal Agent and a Registrar; (c) [RESERVED]; (d) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdiction in which the Issuer is incorporated; and (e) in the case of CSD Covered Bonds, there will at all times be an CSD Agent authorised to act as an account holding institution with the CSD and one or more calculation agent(s) where the Terms and Conditions of the relevant CSD Covered Bonds so require. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice shall have been given to the Covered Bondholders in accordance with Condition 14 (Notices). 25.2 Each of the Fiscal Agent and the Registrar may (subject as provided in Clause 25.4) at any time resign by giving at least 60 days’ written notice to the Issuer specifying the date on which its resignation shall become effective. 25.3 Each of the Fiscal Agent and the Registrar (subject as provided in Clause 25.4) may be removed at any time by the Issuer on at least 60 days’ notice in writing from the Issuer specifying the date when the removal shall become effective. 25.4 Any resignation under Clause 25.2 or removal of the Fiscal Agent or the Registrar under Clause 25.3 or 25.5 shall only take effect upon the appointment by the Issuer of a successor Fiscal Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Fiscal Agent or Registrar, as the case may be) on the expiry of the notice to be given under Xxxxxx 27. The Issuer agrees with the Fiscal Agent and Registrar that if, by the day falling ten days before the expiry of any notice under Clause 25.2, 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 be entitled, on behalf of the Issuer, to appoint as a successor Fiscal Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approve. 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the Issuer. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to Clause 25.1, the Issuer may, after prior consultation with the Fiscal Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Fiscal Agent and to the relevant other Agent at least 45 days’ notice in writing to that effect (other than in the case of insolvency, on notice in writing to that effect). 25.7 Subject to Clause 25.1, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement at any time by giving the Issuer and the Fiscal Agent at least 45 days’ written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Fiscal Agent, or Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 20. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 25.10 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 Covered Bonds 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 without notice and such termination will be effective from any such time specified in writing to such Paying Agent.

Changes in Agents. 25.1 27.1 The Issuer agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Fiscal Principal Paying Agent and have been returned to the Issuer, Issuer as provided in this Agreementherein: (a) so long as any Covered Bonds Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying AgentAgent and, which may be if the Fiscal AgentNotes are in registered form, a Registrar and a Transfer Agent, which may be the Registrar, Agent with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively; (c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Fiscal Exchange Agent and with a Registrar; (c) [RESERVED]specified office in New York City; (d) there will at all times be a Paying Transfer Agent having a specified office in a jurisdiction within continental Europe, other than the jurisdiction in which the Issuer is incorporatedNew York City; and (e) in the case of CSD Covered Bonds, there will at all times be an CSD Agent authorised to act as an account holding institution a Principal Paying Agent. In addition, the Issuer shall with the CSD and one or more calculation agent(s) where the Terms and Conditions prior written approval of the relevant CSD Covered Bonds so requireTrustee forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 6(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 27.5), 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 Covered Bondholders Noteholders in accordance with Condition 14 (Notices)the Conditions. 25.2 27.2 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 27.4) at any time resign as such by giving at least 60 days’ ' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 25.3 27.3 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 27.4) may be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 days’ ' notice by the filing with it of an instrument in writing from signed on behalf of the Issuer specifying such removal and the date when the removal it shall become effective. 25.4 27.4 Any resignation under Clause 25.2 subclause 27.2 or removal of the Fiscal Agent or the Registrar under Clause 25.3 or 25.5 subclause 27.3 shall only take effect upon the appointment by the Issuer as hereinafter provided of a successor Fiscal 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 Fiscal Principal Paying Agent or Registrar, as the case may be) on the expiry of the notice to be given under Xxxxxx 27clause 29. The Issuer agrees with the Fiscal Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under Clause 25.2subclause 27.2, the Issuer has not appointed a successor Fiscal Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Fiscal Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Fiscal 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 approveapprove (such approval not to be unreasonably withheld). 25.5 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 of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the IssuerIssuer with the prior written approval of the Trustee by an instrument in writing filed with the successor 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 its 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 27, clause 29 the Principal Paying Agent or Registrar so superseded shall cease to be an the Principal Paying Agent under this Agreementor Registrar hereunder. 25.6 27.6 Subject to Clause 25.1subclause 27.1, the Issuer may, after prior consultation with the Fiscal Agentprior 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 Fiscal 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, on notice in writing to that effectinsolvency of the Agent). 25.7 27.7 Subject to Clause 25.1subclause 27.1, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the Issuer Issuer, the Trustee and the Fiscal 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). 25.8 27.8 Upon its resignation or removal becoming effective, an Agent shallthe relevant Agent: (a) shall, in the case of the Fiscal Agent, Principal Paying Agent or the Registrar, immediately forthwith transfer all moneys and records held by it under this Agreement hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it to the successor Agent; andPrincipal Paying Agent or Registrar hereunder; (b) shall be entitled to the payment by the Issuer of the its commissions, fees and expenses payable in respect of its for the services under this Agreement before termination thereto rendered hereunder in accordance with the terms of Clause 20clause 22; and (c) shall not have any further duties, obligations, liabilities or responsibilities hereunder. 25.9 27.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with the same like effect as if originally named as an Agent under 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 Agreementclause, held by its predecessor hereunder. 25.10 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 Covered Bonds 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 AgentAgent or Registrar (as applicable).

Changes in Agents. 25.1 23.1 The Issuer agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Fiscal Principal Paying Agent and have been returned to the Issuer, as provided in this Agreementherein: (a) so long as any Covered Bonds Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Fiscal Principal Paying Agent, and a Transfer Agent, which may be the a Registrar, with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityauthority or authorities; (b) there will at all times be an Fiscal a Principal Paying Agent and a at least one Registrar;; and (c) [RESERVED]; (d) there will at all times be a Paying Agent so long as any of the Registered Global Notes payable in a jurisdiction within continental Europe, Specified Currency other than the jurisdiction in which the Issuer is incorporated; and (e) in the case of CSD Covered BondsU.S. dollars are held through DTC or its nominee, there will at all times be an CSD Exchange Agent authorised to act as an account holding institution with a specified office in New York City. In addition, the CSD and one or more calculation agent(s) where Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the Terms and Conditions of the relevant CSD Covered Bonds so requirecircumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 23.5 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 Covered Bondholders Noteholders in accordance with Condition 14 (Notices)14. 25.2 23.2 Each of the Fiscal Principal Paying Agent and the Registrar Registrars may (subject as provided in Clause 25.4subclause 23.4 below) at any time resign as such by giving at least 60 90 days’ ' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective. 25.3 23.3 Each of the Fiscal Principal Paying Agent and the Registrar Registrars may (subject as provided in Clause 25.4subclause 23.4 below) may be removed at any time by the Issuer on at least 60 45 days’ ' notice by the filing with it of an instrument in writing from signed on behalf of the Issuer specifying such removal and the date when the removal it shall become effective. 25.4 23.4 Any resignation under Clause 25.2 subclause 23.2 or removal of the Fiscal Principal Paying Agent or the a Registrar under Clause 25.3 subclauses 23.3 or 25.5 23.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Fiscal Principal Paying Agent or a Registrar, as the case may be, and (other than in cases of insolvency of the Fiscal Principal Paying Agent or a Registrar, as the case may be) on the expiry of the notice to be given under Xxxxxx 27clause 25. The Issuer agrees with the Fiscal Principal Paying Agent and Registrar the Registrars that if, by the day falling ten days before the expiry of any notice under Clause 25.2subclause 23.2, the Issuer has not appointed a successor Fiscal Principal Paying Agent or Registrar, as the case may be, then the Fiscal Principal Paying Agent or the relevant Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Fiscal Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 23.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the IssuerIssuer by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 27, clause 25 the Agent so superseded shall cease to be an Agent under this Agreementhereunder. 25.6 23.6 Subject to Clause 25.1subclause 23.1, the Issuer may, after prior consultation with the Fiscal Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Fiscal 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, on notice in writing to that effect). 25.7 23.7 Subject to Clause 25.1subclause 23.1, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the Issuer and the Fiscal Principal Paying Agent at least 45 days’ ' written notice to that effect. 25.8 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Fiscal Principal Paying Agent, or Registrarthe Registrars and the Exchange Agent, immediately forthwith transfer all moneys and records held by it under this Agreement hereunder to the successor AgentAgent hereunder; and (b) be entitled to the payment by the Issuer of the its commissions, fees and expenses payable in respect of its for the services under this Agreement before termination theretofore rendered hereunder in accordance with the terms of Clause 20clause 18. 25.9 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with the same like effect as if originally named as an Agent under this Agreementhereunder. 25.10 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 Covered Bonds 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 without notice and such termination will be effective from any such time specified in writing to such Paying Agent.

Changes in Agents. 25.1 24.1 The Issuer agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Fiscal Principal Paying Agent and have been returned to the Issuer, Issuer as provided in this Agreement: (a) so long as any Covered Bonds Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Fiscal Principal Paying Agent, and a Transfer Agent, which may be the Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be an Fiscal a Principal Paying Agent and a Registrar;; and (c) [RESERVED]; (d) there will at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdiction in which the Issuer is incorporated; and (e) . In addition, the Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the case of CSD Covered Bonds, there will at all times be an CSD Agent authorised to act as an account holding institution with the CSD and one or more calculation agent(s) where the Terms and Conditions of the relevant CSD Covered Bonds so requirecircumstances described in Condition 6.6. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days’ ' prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 14 (Notices)14. 25.2 24.2 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 24.4) at any time resign (without giving any reason therefor and without liability for any costs incurred by such resignation) by giving at least 60 45 days’ ' written notice to the Issuer and the Trustee specifying the date on which its resignation shall become effective.effective.‌‌‌ 25.3 24.3 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 24.4) may be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 45 days’ ' notice in writing from the Issuer specifying the date when the removal shall become effective.. For the avoidance of doubt, the Issuer shall be responsible for all costs in connection with any replacement agent following such termination.‌ 25.4 24.4 Any resignation under Clause 25.2 subclause 24.2 or removal of the Fiscal Principal Paying Agent or the Registrar under Clause 25.3 subclauses 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuer of a successor Fiscal 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 Fiscal Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Xxxxxx 27clause 26. The Issuer agrees with the Fiscal Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under Clause 25.2subclause 24.2, the Issuer has not appointed a successor Fiscal Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Fiscal Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of and at the expense of the Issuer, to appoint in its place as a successor Fiscal Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Trustee shall approve.approve.‌ 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the IssuerIssuer with the prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 27clause 26, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 24.6 Subject to Clause 25.1subclause 24.1, the Issuer may, after prior consultation with the Fiscal Agentprior 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 Fiscal Principal Paying Agent and to the relevant other Agent at least 45 90 days’ ' notice in writing to that effect (other than in the case of insolvency). For the avoidance of doubt, on notice the Issuer shall be responsible for all costs in writing to that effect)connection with any replacement agent following such termination. 25.7 24.7 Subject to Clause 25.1subclause 24.1, all or any of the Agents (other than the Fiscal AgentPrincipal Paying Agent and the Registrar) may resign (without giving any reason therefor and without liability for any costs incurred by such resignation) their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Trustee and the Fiscal Principal Paying Agent at least 45 days’ ' written notice to that effect. 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Fiscal Agent, or Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuer of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 20.clause 18.‌ 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 25.10 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 Covered Bonds 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 without notice and such termination will be effective from any such time specified in writing to such Paying Agent.

Changes in Agents. 25.1 The Issuer agrees Issuers agree that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Fiscal Principal Paying Agent and have been returned to the relevant Issuer, as provided in this Agreement: (a) so long as any Covered Bonds Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Fiscal Agent, Agent and a Transfer Agent, which may be the Registrar, Agent with a specified office in the place (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority;; and (b) there will at all times be an Fiscal a Principal Paying Agent and a Registrar; . In addition, CBA (con behalf of the Issuers) [RESERVED]; (d) there will at all times be shall immediately appoint a Paying Agent having a specified office in a jurisdiction within continental Europe, other than the jurisdiction in which the Issuer is incorporated; and (e) New York City in the case of CSD Covered Bonds, there will at all times be an CSD Agent authorised to act as an account holding institution with the CSD and one or more calculation agent(scircumstances described in Condition 7(d) where the Terms and Conditions of the relevant CSD Covered Bonds so require. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause subclause 25.5), when it shall be of immediate effect, or of any Paying Agent failing to become or ceasing to be a Participating FFI, when it shall be of immediate effect on appointment of a successor) after not less than 30 nor more than 45 15 days’ ' prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 14 (Notices)16. 25.2 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause subclause 25.4) at any time resign by giving at least 60 30 days’ ' written notice to the Issuer CBA specifying the date on which its resignation shall become effective. 25.3 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause subclause 25.4) may be removed at any time by the Issuer CBA on at least 60 30 days’ ' notice in writing from the Issuer CBA specifying the date when the removal shall become effective. 25.4 Any resignation under Clause subclause 25.2 or removal of the Fiscal Principal Paying Agent or the Registrar under Clause subclauses 25.3 or 25.5 shall only take effect upon the appointment by the Issuer CBA of a successor Fiscal Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Fiscal Principal Paying Agent or the Registrar, as the case may be, or of the Principal Paying Agent failing to become or ceasing to be a Participating FFI) on the expiry of the notice to be given under Xxxxxx clause 27. The Issuer CBA agrees with the Fiscal Principal Paying Agent and the Registrar that if, by the day falling ten 7 days before the expiry of any notice under Clause subclause 25.2, the Issuer CBA has not appointed a successor Fiscal Principal Paying Agent or Registrar, as the case may be, then the Fiscal Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuerCBA, to appoint as a successor Fiscal Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer CBA shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation or, at any time, any Paying Agent fails to become or ceases to be a Participating FFI, the appointment of such Agent shall terminate automatically and a successor Agent which shall be a reputable financial institution of good standing may be appointed by the IssuerCBA. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent Agent, when it shall be of immediate effecteffect or the failure of any Paying Agent to become or be a Participating FFI, when it shall be of immediate effect on such appointment of a successor) upon expiry of the notice to be given under Clause clause 27, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 Subject to Clause subclause 25.1, the Issuer CBA may, after prior consultation with the Fiscal Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Fiscal Principal Paying Agent and to the relevant other Agent at least 45 30 days’ ' notice in writing to that effect (other than in the case of insolvency, on notice in writing insolvency or of a Paying Agent failing to that effectbecome or ceasing to be a Participating FFI). 25.7 Subject to Clause subclause 25.1, all or any of the Agents (other than the Fiscal AgentPrincipal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving to each of the Issuer Issuers and the Fiscal Principal Paying Agent at least 45 30 days’ ' written notice to that effect. 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Fiscal Agent, or Principal Paying Agent and the Registrar, immediately transfer all moneys and records (except such records as it may be prevented by law or regulation from so transferring) held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the relevant Issuer (failing which the Guarantor, where the relevant Issuer is ASB Finance) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 20clause 19. 25.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 25.10 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 Covered Bonds 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 without notice and such termination will be effective from any such time specified in writing to such Paying Agent.

Changes in Agents. 25.1 24.1 The Issuer agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Fiscal Principal Paying Agent and have been returned to the Issuer, as provided in this Agreementherein: (a) so long as any Covered Bonds Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Fiscal Principal Paying Agent, and a Transfer Agent, which may be the a Registrar, with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authorityauthority or authorities; (b) there will at all times be an Fiscal a Principal Paying Agent and a at least one Registrar;; and (c) [RESERVED]; (d) there will at all times be a Paying Agent so long as any of the Registered Global Notes payable in a jurisdiction within continental Europe, Specified Currency other than the jurisdiction in which the Issuer is incorporated; and (e) in the case of CSD Covered BondsU.S. dollars are held through DTC or its nominee, there will at all times be an CSD Exchange Agent authorised to act as an account holding institution with a specified office in New York City. In addition, the CSD and one or more calculation agent(s) where Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the Terms and Conditions of the relevant CSD Covered Bonds so requirecircumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 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 Covered Bondholders Noteholders in accordance with Condition 14 (Notices)14. 25.2 24.2 Each of the Fiscal Principal Paying Agent and the Registrar Registrars may (subject as provided in Clause 25.4subclause 24.4 below) at any time resign as such by giving at least 60 90 days’ ' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective. 25.3 24.3 Each of the Fiscal Principal Paying Agent and the Registrar Registrars may (subject as provided in Clause 25.4subclause 24.4 below) may be removed at any time by the Issuer on at least 60 45 days’ ' notice by the filing with it of an instrument in writing from signed on behalf of the Issuer specifying such removal and the date when the removal it shall become effective. 25.4 24.4 Any resignation under Clause 25.2 subclause 24.2 or removal of the Fiscal Principal Paying Agent or the a Registrar under Clause 25.3 subclauses 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Fiscal Principal Paying Agent or a Registrar, as the case may be, and (other than in cases of insolvency of the Fiscal Principal Paying Agent or a Registrar, as the case may be) on the expiry of the notice to be given under Xxxxxx 27clause 26. The Issuer agrees with the Fiscal Principal Paying Agent and Registrar the Registrars that if, by the day falling ten days before the expiry of any notice under Clause 25.2subclause 24.2, the Issuer has not appointed a successor Fiscal Principal Paying Agent or Registrar, as the case may be, then the Fiscal Principal Paying Agent or the relevant Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Fiscal Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the IssuerIssuer by an instrument in writing filed with the successor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of its such appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 27, clause 26 the Agent so superseded shall cease to be an Agent under this Agreementhereunder. 25.6 24.6 Subject to Clause 25.1subclause 24.1, the Issuer may, after prior consultation with the Fiscal Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Fiscal 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, on notice in writing to that effect). 25.7 24.7 Subject to Clause 25.1subclause 24.1, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the Issuer and the Fiscal Principal Paying Agent at least 45 days’ ' written notice to that effect. 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Fiscal Principal Paying Agent, or Registrarthe Registrars and the Exchange Agent, immediately forthwith transfer all moneys and records held by it under this Agreement hereunder to the successor AgentAgent xxxxxxxxx; and (b) be entitled to the payment by the Issuer of the its commissions, fees and expenses payable in respect of its for the services under this Agreement before termination theretofore rendered hereunder in accordance with the terms of Clause 20clause 19. 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with the same like effect as if originally named as an Agent under this Agreementhereunder. 25.10 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 Covered Bonds 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 without notice and such termination will be effective from any such time specified in writing to such Paying Agent.

Changes in Agents. 25.1 The 24.1 Each of the Issuer and the Guarantor agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Fiscal Principal Paying Agent and have been returned to the IssuerIssuer or the Guarantor, as the case may be, as provided in this Agreement: (a) 24.1.1 so long as any Covered Bonds Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Fiscal Principal Paying Agent, and a Transfer Agent, which may be the relevant Registrar, with a specified office in the place required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) there will at all times be an Fiscal Agent and a Registrar; (c) [RESERVED]; (d) 24.1.2 there will at all times be a Principal Paying Agent in and a jurisdiction within continental Europe, other than the jurisdiction in which the Issuer is incorporatedrelevant Registrar; and (e) 24.1.3 so long as any Registered Global Notes are registered in the case name of CSD Covered Bondsa nominee for DTC, there will at all times be an CSD Exchange Agent authorised to act as an account holding institution with a specified office in New York City. In addition, the CSD Issuer and one or more calculation agent(s) where the Terms and Conditions of Guarantor shall immediately appoint a Paying Agent having a specified office in New York City in the relevant CSD Covered Bonds so requirecircumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.524.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 14 (Notices)14. 25.2 24.2 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4) 24.4 at any time resign by giving at least 60 days’ written notice to the Issuer and the Guarantor specifying the date on which its resignation shall become effective. 25.3 24.3 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4) may 24.4 be removed at any time by the Issuer and the Guarantor on at least 60 30 days’ notice in writing from the Issuer and the Guarantor specifying the date when the removal shall become effective. 25.4 24.4 Any resignation under Clause 25.2 24.2 or removal of the Fiscal Principal Paying Agent or the Registrar under Clause 25.3 Clauses 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuer and the Guarantor of a successor Fiscal Principal Paying Agent or Registrar, as the case may be, and (other than in cases of insolvency of the Fiscal Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Xxxxxx 27Clause 26 (Notification of changes to Agents). The Each of the Issuer and the Guarantor agrees with the Fiscal Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under Clause 25.224.2, the Issuer has and the Guarantor have not appointed a successor Fiscal Principal Paying Agent or Registrar, as the case may be, then the Fiscal Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf and at the expense of the IssuerIssuer and the Guarantor, to appoint as a successor Fiscal Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer and the Guarantor shall approveapprove (such approval not to be unreasonably withheld or delayed). 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the IssuerIssuer and the Guarantor. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in the case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 2726 (Notification of changes to Agents), the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 24.6 Subject to Clause 25.124.2, the Issuer and the Guarantor may, after prior consultation with the Fiscal Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Fiscal 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, on notice in writing to that effect). 25.7 24.7 Subject to Clause 25.124.1, all or any of the Agents (other than the Fiscal AgentPrincipal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Guarantor and the Fiscal Principal Paying Agent at least 45 days’ written notice to that effect. 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) 24.8.1 in the case of the Fiscal Principal Paying Agent, or Registrarthe Registrar and the Exchange Agent, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) 24.8.2 be entitled to the payment by the Issuer (failing which the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 2019 (Commissions and Expenses). 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 25.10 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 Covered Bonds 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 without notice and such termination will be effective from any such time specified in writing to such Paying Agent.

Changes in Agents. 25.1 The 24.1 Each of the Issuer and the Guarantor agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Fiscal Principal Paying Agent and have been returned to the IssuerIssuer or the Guarantor, as the case may be, as provided in this Agreement: (a) so long as any Covered Bonds Notes are listed on any Stock ExchangeExchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent, which may be the Fiscal AgentPrincipal Paying Agent (in the case of Bearer Notes), and a Transfer AgentAgent (in the case of Registered Notes), which may be the Registrar, with a specified office in 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 an Fiscal a Principal Paying Agent and a Registrar;; and (c) [RESERVED]; if, and for so long as, it may be necessary (din the context of Condition 8(a)) 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 continental Europe, other than the jurisdiction in which the Issuer or the Guarantor is incorporated; and (e) . In addition, the Issuer shall with the prior written approval of the Trustee immediately appoint a Paying Agent having a specified office in New York City in the case of CSD Covered Bonds, there will at all times be an CSD Agent authorised circumstances described in Condition 6.6 (Payments – General provisions applicable to act as an account holding institution with the CSD and one or more calculation agent(s) where the Terms and Conditions of the relevant CSD Covered Bonds so requirepayments). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 24.5), when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice shall have been given to the Covered Bondholders Noteholders in accordance with Condition 14 (Notices).Notices).‌ 25.2 24.2 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 24.4) at any time resign by giving at least 60 90 days’ written notice to the Issuer Issuer, the Guarantor and the Trustee specifying the date on which its resignation shall become effective.effective and without liability for any costs incurred by the Issuer in relation to such resignation.‌ 25.3 24.3 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 24.4) may be removed at any time by the Issuer and the Guarantor with the prior written approval of the Trustee on at least 60 45 days’ notice in writing from the Issuer and the Guarantor specifying the date when the removal shall become effective.effective.‌ 25.4 24.4 Any resignation under Clause 25.2 subclause 24.2 or removal of the Fiscal Principal Paying Agent or the Registrar under Clause 25.3 subclauses 24.3 or 25.5 24.5 shall only take effect upon the appointment by the Issuer and the Guarantor of a successor Fiscal 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 Fiscal Principal Paying Agent or the Registrar, as the case may be) on the expiry of the notice to be given under Xxxxxx 27clause 26. The Each of the Issuer and the Guarantor agrees with the Fiscal Principal Paying Agent and the Registrar that if, by the day falling ten 10 days before the expiry of any notice under Clause 25.2subclause 24.2, the Issuer has and the Guarantor have not appointed a successor Fiscal Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Fiscal Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the IssuerIssuer and the Guarantor, to appoint in its place as a successor Fiscal Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer Issuer, the Guarantor and the Trustee shall approve.approve.‌ 25.5 24.5 In case at any time any Agent resigns, or is removed, or becomes incapable of acting or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment of its debts, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent which shall be a reputable financial institution of good standing may be appointed by the IssuerIssuer and the Guarantor with the prior written approval of the Trustee. Upon the appointment of a successor Agent and acceptance by it of its appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under Clause 27clause 26, the Agent so superseded shall cease to be an Agent under this Agreement. 25.6 24.6 Subject to Clause 25.1subclause 24.1, the Issuer and the Guarantor may, after prior consultation with the Fiscal Agentprior 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 Fiscal 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, on notice in writing to that effectwhich case the termination of appointment shall take event immediately upon notice). 25.7 24.7 Subject to Clause 25.1subclause 24.1, all or any of the Agents (other than the Fiscal AgentPrincipal Paying Agent and the Registrar) may resign their respective appointments under this Agreement at any time by giving the Issuer Issuer, the Guarantor, the Trustee and the Fiscal Principal Paying Agent at least 45 days’ written notice to that effect.effect.‌ 25.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Fiscal Agent, or Principal Paying Agent and the Registrar, immediately transfer all moneys and records held by it under this Agreement to the successor Agent; and (b) be entitled to the payment by the Issuer (failing which, the Guarantor) of the commissions, fees and expenses payable in respect of its services under this Agreement before termination in accordance with the terms of Clause 20clause 19. 25.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the authority, rights, powers, duties and obligations of its predecessor or, as the case may be, an Agent with the same effect as if originally named as an Agent under this Agreement. 25.10 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 Covered Bonds 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 without notice and such termination will be effective from any such time specified in writing to such Paying Agent.

Changes in Agents. 25.1 ‌ 27.1 The Issuer agrees that, for so long as any Covered Bond Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Covered Bonds Notes have been made available to the Fiscal Principal Paying Agent and have been returned to the Issuer, Issuer as provided in this Agreementherein: (a) so long as any Covered Bonds Notes are listed on any Stock ExchangeExchange or admitted to trading by any other relevant authority, there will at all times be a Paying AgentAgent and, which may be if the Fiscal AgentNotes are in registered form, a Registrar and a Transfer Agent, which may be the Registrar, Agent with a specified office in the such place as may be required by the rules and regulations of the relevant Stock Exchange or any other relevant authority; (b) if the Notes are in registered form, there will at all times be a Registrar and a Transfer Agent having a specified office outside the United Kingdom and London respectively; (c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Fiscal Exchange Agent and with a Registrar; (c) [RESERVED];specified office in New York City; and (d) there will at all times be a Principal Paying Agent. In addition, the Issuer shall with the prior written approval of the Trustee forthwith appoint a Paying Agent having a specified office in a jurisdiction within continental Europe, other than the jurisdiction in which the Issuer is incorporated; and (e) New York City in the case circumstances described in the final paragraph of CSD Covered Bonds, there will at all times be an CSD Agent authorised to act as an account holding institution with the CSD and one or more calculation agent(s) where the Terms and Conditions of the relevant CSD Covered Bonds so requireCondition 6(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in Clause 25.5subclause 27.5), 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 Covered Bondholders Noteholders in accordance with Condition 14 (Notices)the Conditions. 25.2 27.2 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 27.4) at any time resign as such by giving at least 60 days’ ' written notice to the Issuer and the Trustee of such intention on its part, specifying the date on which its desired resignation shall become effective. 25.3 27.3 Each of the Fiscal Principal Paying Agent and the Registrar may (subject as provided in Clause 25.4subclause 27.4) may be removed at any time by the Issuer with the prior written approval of the Trustee on at least 60 days’ ' notice by the filing with it of an instrument in writing from signed on behalf of the Issuer specifying such removal and the date when the removal it shall become effective.effective.‌ 25.4 27.4 Any resignation under Clause 25.2 subclause 27.2 or removal of the Fiscal Agent or the Registrar under Clause 25.3 or 25.5 subclause 27.3 shall only take effect upon the appointment by the Issuer as hereinafter provided of a successor Fiscal 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 Fiscal Principal Paying Agent or Registrar, as the case may be) on the expiry of the notice to be given under Xxxxxx 27clause 29. The Issuer agrees with the Fiscal Principal Paying Agent and the Registrar that if, by the day falling ten days before the expiry of any notice under Clause 25.2subclause 27.2, the Issuer has not appointed a successor Fiscal Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Fiscal Principal Paying Agent or Registrar, as the case may be, shall be entitled, on behalf of the Issuer, to appoint as a successor Fiscal 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 approveapprove (such approval not to be unreasonably withheld). 25.5 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 of its debtsthereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Principal Paying Agent or Registrar, as the case may be, which shall be a reputable financial institution of good standing may be appointed by the IssuerIssuer with the prior written approval of the Trustee by an instrument in writing filed with the successor 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 its 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 27, clause 29 the Principal Paying Agent or Registrar so superseded shall cease to be an the Principal Paying Agent under this Agreement.or Registrar hereunder.‌ 25.6 27.6 Subject to Clause 25.1subclause 27.1, the Issuer may, after prior consultation with the Fiscal Agentprior 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 Fiscal 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, on notice in writing to that effectinsolvency of the Agent). 25.7 27.7 Subject to Clause 25.1subclause 27.1, all or any of the Agents (other than the Fiscal Agent) may resign their respective appointments under this Agreement hereunder at any time by giving the Issuer Issuer, the Trustee and the Fiscal 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). 25.8 27.8 Upon its resignation or removal becoming effective, an Agent shallthe relevant Agent: (a) shall, in the case of the Fiscal Agent, Principal Paying Agent or the Registrar, immediately forthwith transfer all moneys and records held by it under this Agreement hereunder, the records referred to in subclauses 14.2 and 15.7 and all Notes and Coupons held by it to the successor Agent; andPrincipal Paying Agent or Registrar hereunder; (b) shall be entitled to the payment by the Issuer of the its commissions, fees and expenses payable in respect of its for the services under this Agreement before termination thereto rendered hereunder in accordance with the terms of Clause 20clause 22; and (c) shall not have any further duties, obligations, liabilities or responsibilities hereunder. 25.9 27.9 Upon its appointment becoming effective, a successor or new Agent shall, without any further actionact, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, an Agent with the same like effect as if originally named as an Agent under 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 Agreementclause, held by its predecessor hereunder. 25.10 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 Covered Bonds 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 AgentAgent or Registrar (as applicable).