Common use of Changes in Agents Clause in Contracts

Changes in Agents. 23.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided herein: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be a 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 or authorities; (b) there will at all times be a Principal Paying Agent and at least one Registrar; and (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. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances 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 subclause 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 Noteholders in accordance with Condition 14. 23.2 Each of the Principal Paying Agent and the Registrars may (subject as provided in subclause 23.4 below) at any time resign as such by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective. 23.3 Each of the Principal Paying Agent and the Registrars may (subject as provided in subclause 23.4 below) be removed at any time by the Issuer on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer specifying such removal and the date when it shall become effective. 23.4 Any resignation under subclause 23.2 or removal of the Principal Paying Agent or a Registrar under subclauses 23.3 or 23.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Principal Paying Agent or a Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or a Registrar, as the case may be) on the expiry of the notice to be given under clause 25. The Issuer agrees with the Principal Paying Agent and the Registrars that if, by the day falling ten days before the expiry of any notice under subclause 23.2, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the 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 Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). 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 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 may be appointed by the Issuer 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 25 the Agent so superseded shall cease to be an Agent hereunder. 23.6 Subject to subclause 23.1, the Issuer may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 23.7 Subject to subclause 23.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 23.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Registrars and the Exchange Agent, forthwith transfer all moneys and records held by it hereunder to the successor Agent hereunder; and (b) be entitled to the payment by the Issuer of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of clause 18. 23.9 Upon its appointment becoming effective, a successor or new Agent shall, without 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. 23.1 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, as provided herein: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be a 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 or authorities; (b) there will at all times be a Principal Paying Agent and at least one Registrar; and (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. In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances 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 subclause 23.5 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 14. 23.2 24.2 Each of the Principal Paying Agent and the Registrars may (subject as provided in subclause 23.4 24.4 below) at any time resign as such by giving at least 90 days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective. 23.3 24.3 Each of the Principal Paying Agent and the Registrars may (subject as provided in subclause 23.4 24.4 below) be removed at any time by the Issuer on at least 45 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer specifying such removal and the date when it shall become effective. 23.4 24.4 Any resignation under subclause 23.2 24.2 or removal of the Principal Paying Agent or a Registrar under subclauses 23.3 24.3 or 23.5 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Principal Paying Agent or a Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or a Registrar, as the case may be) on the expiry of the notice to be given under clause 2526. The Issuer agrees with the Principal Paying Agent and the Registrars that if, by the day falling ten days before the expiry of any notice under subclause 23.224.2, the Issuer has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the 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 Principal Paying Agent or Registrar, as the case may be, in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). 23.5 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 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 may be appointed by the Issuer 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 25 26 the Agent so superseded shall cease to be an Agent hereunder. 23.6 24.6 Subject to subclause 23.124.1, the Issuer may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 23.7 24.7 Subject to subclause 23.124.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the Issuer and the Principal Paying Agent at least 45 days' written notice to that effect. 23.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Registrars and the Exchange Agent, forthwith transfer all moneys and records held by it hereunder to the successor Agent hereunderxxxxxxxxx; and (b) be entitled to the payment by the Issuer of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of clause 1819. 23.9 24.9 Upon its appointment becoming effective, a successor or new Agent shall, without 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. 23.1 The 24.1 Each of 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 IssuerIssuer or the Guarantor, as the case may be, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent, which may be the Principal Paying AgentAgent (in the case of Bearer Notes), and a Transfer AgentAgent (in the case of Registered Notes), which may be a 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 or authoritiesauthority; (b) there will at all times be a Principal Paying Agent and at least one a Registrar; and (c) if, and for so long as as, it may be necessary (in the context of Condition 8(a)) for a Noteholder to present any of the Registered Global Notes payable Note or Coupon to a Paying Agent in a Specified Currency jurisdiction other than U.S. dollars are held through DTC the jurisdiction in which the Issuer or its nomineethe Guarantor, as applicable, is incorporated in order to receive gross payment, there will at all such times be an Exchange a Paying Agent with in a specified office jurisdiction within Europe, other than the jurisdiction in New York Citywhich the Issuer or the Guarantor is incorporated. In addition, the Issuer 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 6(e6.6 (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 23.5 below24.5), 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 14.14 (Notices).‌ 23.2 24.2 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below24.4) at any time resign as such by giving at least 90 days' ’ written notice to the Issuer of such intention on its partIssuer, the Guarantor and the Trustee specifying the date on which its desired resignation shall become effective.effective and without liability for any costs incurred by the Issuer in relation to such resignation.‌ 23.3 24.3 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below24.4) be removed at any time by the 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 Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective.effective.‌ 23.4 24.4 Any resignation under subclause 23.2 24.2 or removal of the Principal Paying Agent or a the Registrar under subclauses 23.3 24.3 or 23.5 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, and the Guarantor of a successor Principal Paying Agent or a 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 a the Registrar, as the case may be) on the expiry of the notice to be given under clause 2526. The Each of the Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrars Registrar that if, by the day falling ten 10 days before the expiry of any notice under subclause 23.224.2, the Issuer has and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, approved in writing by the Trustee then the Principal Paying Agent or the relevant 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 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 (such approval not to be unreasonably withheld or delayed).approve.‌ 23.5 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 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 may be appointed by the Issuer by an instrument in writing filed and the Guarantor 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 25 26, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 23.6 24.6 Subject to subclause 23.124.1, the Issuer and the Guarantor may, after prior consultation with the Principal Paying 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 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). 23.7 24.7 Subject to subclause 23.124.1, 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 Issuer Issuer, the Guarantor, the Trustee and the Principal Paying Agent at least 45 days' ’ written notice to that effect.effect.‌ 23.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Registrars Agent and the Exchange AgentRegistrar, forthwith immediately transfer all moneys and records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the Issuer (failing which, 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 1819. 23.9 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. 23.1 ‌ 27.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, Issuer as provided herein: (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to trading by any other relevant authority, there will at all times be a Paying AgentAgent and, which may be if the Principal Paying AgentNotes are in registered form, a Registrar and a Transfer Agent, which may be a 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 or authoritiesauthority; (b) if the Notes are in registered form, there will at all times be a Principal Paying Registrar and a Transfer Agent having a specified office outside the United Kingdom and at least one Registrar; andLondon respectively; (c) so long as any of the Registered Global Notes payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, there will at all times be an Exchange Agent with a specified office in New York City; and (d) there will at all times be a Principal Paying Agent. In addition, the Issuer shall with the 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 6(e6(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5 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 14the Conditions. 23.2 27.2 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below27.4) at any time resign as such by giving at least 90 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. 23.3 27.3 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below27.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 60 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer specifying such removal and the date when it shall become effective.effective.‌ 23.4 27.4 Any resignation under subclause 23.2 27.2 or removal of the Principal Paying Agent or a Registrar under subclauses 23.3 or 23.5 subclause 27.3 shall only take effect upon the appointment by the Issuer as hereinafter provided, provided of a successor Principal Paying Agent or a 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 a Registrar, as the case may be) on the expiry of the notice to be given under clause 2529. The Issuer agrees with the Principal Paying Agent and the Registrars Registrar that if, by the day falling ten days before the expiry of any notice under subclause 23.227.2, 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 the relevant Registrar, as the case may be, shall be entitled, on behalf of the Issuer, 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 (such approval not to be unreasonably withheld or delayedwithheld). 23.5 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 may be appointed by the Issuer with the 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 25 29 the Principal Paying Agent or Registrar so superseded shall cease to be an the Principal Paying Agent hereunder.or Registrar hereunder.‌ 23.6 27.6 Subject to subclause 23.127.1, the Issuer may, after prior consultation with the Principal Paying 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 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). 23.7 27.7 Subject to subclause 23.127.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the Issuer Issuer, 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). 23.8 27.8 Upon its resignation or removal becoming effective, an Agent shallthe relevant Agent: (a) shall, in the case of the Principal Paying Agent, Agent or the Registrars and the Exchange AgentRegistrar, forthwith transfer all moneys and records 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 Issuer 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. 23.9 27.9 Upon its appointment becoming effective, a successor or new Agent shall, without 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. 23.1 25.1 The Issuer agrees Issuers agree that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the relevant Issuer, as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, Agent and a Transfer Agent, which may be a Registrar, Agent with a specified office in such the place as may be (if any) required by the rules and regulations of the relevant Stock Exchange or any other relevant authority or authorities;authority; and (b) there will at all times be a Principal Paying Agent and at least one a Registrar; and (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. In addition, CBA (on behalf of the Issuer Issuers) shall forthwith immediately appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(e). 7(d) Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5 below25.5), 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 thereof shall have been given to the Noteholders in accordance with Condition 1416. 23.2 25.2 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below25.4) at any time resign as such by giving at least 90 30 days' written notice to the Issuer of such intention on its part, CBA specifying the date on which its desired resignation shall become effective. 23.3 25.3 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below25.4) be removed at any time by the Issuer CBA on at least 45 30 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer from CBA specifying such removal and the date when it the removal shall become effective. 23.4 25.4 Any resignation under subclause 23.2 25.2 or removal of the Principal Paying Agent or a the Registrar under subclauses 23.3 25.3 or 23.5 25.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, CBA of a successor Principal Paying Agent or a Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or a 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 clause 2527. The Issuer CBA agrees with the Principal Paying Agent and the Registrars Registrar that if, by the day falling ten 7 days before the expiry of any notice under subclause 23.225.2, the Issuer CBA has not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or the relevant Registrar, as the case may be, shall be entitled, on behalf of the IssuerCBA, 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 Issuer CBA shall approve (such approval not to be unreasonably withheld or delayed). 23.5 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 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 Issuer by an instrument in writing filed with the successorCBA. 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 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 25 27, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 23.6 25.6 Subject to subclause 23.125.1, the Issuer CBA may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 30 days' notice in writing to that effect (other than in the case of insolvencyinsolvency or of a Paying Agent failing to become or ceasing to be a Participating FFI). 23.7 25.7 Subject to subclause 23.125.1, 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 to each of the Issuer Issuers and the Principal Paying Agent at least 45 30 days' written notice to that effect. 23.8 25.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Registrars Agent and the Exchange AgentRegistrar, forthwith immediately transfer all moneys and records (except such records as it may be prevented by law or regulation from so transferring) 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 the Guarantor, where the relevant Issuer is ASB Finance) 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 1819. 23.9 25.9 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. 23.1 24.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, Issuer as provided hereinin this Agreement: (a) so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be a 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 or authoritiesauthority; (b) there will at all times be a Principal Paying Agent and at least one a Registrar; and (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 a Paying Agent with in a specified office jurisdiction within Europe, other than the jurisdiction in New York Citywhich the Issuer is incorporated. In addition, the Issuer 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 6(e)6.6. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5 below24.5), 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 14. 23.2 24.2 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below24.4) at any time resign as (without giving any reason therefor and without liability for any costs incurred by such resignation) by giving at least 90 45 days' written notice to the Issuer of such intention on its part, and the Trustee specifying the date on which its desired resignation shall become effective.effective.‌‌‌ 23.3 24.3 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below24.4) be removed at any time by the Issuer 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 Issuer specifying such removal and the date when it 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.‌ 23.4 24.4 Any resignation under subclause 23.2 24.2 or removal of the Principal Paying Agent or a the Registrar under subclauses 23.3 24.3 or 23.5 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, of a successor Principal Paying Agent or a 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 a the Registrar, as the case may be) on the expiry of the notice to be given under clause 2526. The Issuer agrees with the Principal Paying Agent and the Registrars Registrar that if, by the day falling ten 10 days before the expiry of any notice under subclause 23.224.2, 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 the relevant 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 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 (such approval not to be unreasonably withheld or delayed).approve.‌ 23.5 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 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 may be appointed by the Issuer 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 25 26, the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 23.6 24.6 Subject to subclause 23.124.1, the Issuer may, after prior consultation with the Principal Paying 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 Principal Paying Agent and to the relevant other Agent at least 45 90 days' notice in writing to that effect (other than in the case of insolvency). For the avoidance of doubt, the Issuer shall be responsible for all costs in connection with any replacement agent following such termination. 23.7 24.7 Subject to subclause 23.124.1, all or any of the Agents (other than the Principal 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 hereunder under this Agreement at any time by giving the Issuer Issuer, the Trustee and the Principal Paying Agent at least 45 days' written notice to that effect. 23.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) in the case of the Principal Paying Agent, the Registrars Agent and the Exchange AgentRegistrar, forthwith immediately transfer all moneys and records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) be entitled to the payment by the Issuer 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 18.18.‌ 23.9 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. 23.1 27.1 The Issuer agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Principal Paying Agent and have been returned to the Issuer, Issuer as provided herein: (a) so long as any Notes are listed on any Stock ExchangeExchange or admitted to listing by any other relevant authority, there will at all times be a Paying AgentAgent and, which may be if the Principal Paying AgentNotes are in registered form, a Registrar and a Transfer Agent, which may be a 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 or authoritiesauthority; (b) if the Notes are in registered form, there will at all times be a Principal Paying Registrar and a Transfer Agent having a specified office outside the United Kingdom and at least one Registrar; andLondon 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. In addition, the Issuer shall with the 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 6(e6(f). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5 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 14the Conditions. 23.2 27.2 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below27.4) at any time resign as such by giving at least 90 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. 23.3 27.3 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below27.4) be removed at any time by the Issuer with the prior written approval of the Trustee on at least 45 60 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer specifying such removal and the date when it shall become effective. 23.4 27.4 Any resignation under subclause 23.2 27.2 or removal of the Principal Paying Agent or a Registrar under subclauses 23.3 or 23.5 subclause 27.3 shall only take effect upon the appointment by the Issuer as hereinafter provided, provided of a successor Principal Paying Agent or a 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 a Registrar, as the case may be) on the expiry of the notice to be given under clause 2529. The Issuer agrees with the Principal Paying Agent and the Registrars Registrar that if, by the day falling ten days before the expiry of any notice under subclause 23.227.2, 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 the relevant Registrar, as the case may be, shall be entitled, on behalf of the Issuer, 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 (such approval not to be unreasonably withheld or delayedwithheld). 23.5 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 may be appointed by the Issuer with the 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 25 29 the Principal Paying Agent or Registrar so superseded shall cease to be an the Principal Paying Agent or Registrar hereunder. 23.6 27.6 Subject to subclause 23.127.1, the Issuer may, after prior consultation with the Principal Paying 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 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). 23.7 27.7 Subject to subclause 23.127.1, all or any of the Agents may resign their respective appointments hereunder at any time by giving the Issuer Issuer, 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). 23.8 27.8 Upon its resignation or removal becoming effective, an Agent shallthe relevant Agent: (a) shall, in the case of the Principal Paying Agent, Agent or the Registrars and the Exchange AgentRegistrar, forthwith transfer all moneys and records 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 Issuer 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. 23.9 27.9 Upon its appointment becoming effective, a successor or new Agent shall, without 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. 23.1 The 24.1 Each of 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 IssuerIssuer or the Guarantor, as the case may be, as provided hereinin this Agreement: (a) 24.1.1 so long as any Notes are listed on any Stock Exchange, there will at all times be a Paying Agent, which may be the Principal Paying Agent, and a Transfer Agent, which may be a the relevant 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 or authoritiesauthority; (b) 24.1.2 there will at all times be a Principal Paying Agent and at least one a relevant Registrar; and (c) 24.1.3 so long as any of the Registered Global Notes payable are registered in the name of a Specified Currency other than U.S. dollars are held through DTC or its nomineenominee for DTC, there will at all times be an Exchange Agent with a specified office in New York City. In addition, the 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 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 23.5 belowClause 24.5), 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 14. 23.2 24.2 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below) Clause 24.4 at any time resign as such by giving at least 90 60 days' ’ written notice to the Issuer of such intention on its part, and the Guarantor specifying the date on which its desired resignation shall become effective. 23.3 24.3 Each of the Principal Paying Agent and the Registrars Registrar may (subject as provided in subclause 23.4 below) Clause 24.4 be removed at any time by the Issuer and the Guarantor on at least 45 30 days' ’ notice by the filing with it of an instrument in writing signed on behalf of from the Issuer and the Guarantor specifying such removal and the date when it the removal shall become effective. 23.4 24.4 Any resignation under subclause 23.2 Clause 24.2 or removal of the Principal Paying Agent or a the Registrar under subclauses 23.3 Clauses 24.3 or 23.5 24.5 shall only take effect upon the appointment by the Issuer as hereinafter provided, and the Guarantor of a successor Principal Paying Agent or a Registrar, as the case may be, and (other than in cases of insolvency of the Principal Paying Agent or a the Registrar, as the case may be) on the expiry of the notice to be given under clause 25Clause 26 (Notification of changes to Agents). The Each of the Issuer and the Guarantor agrees with the Principal Paying Agent and the Registrars Registrar that if, by the day falling ten days before the expiry of any notice under subclause 23.2Clause 24.2, the Issuer has and the Guarantor have not appointed a successor Principal Paying Agent or Registrar, as the case may be, then the Principal Paying Agent or the relevant 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 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 approve (such approval not to be unreasonably withheld or delayed). 23.5 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 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 may be appointed by the Issuer by an instrument in writing filed with and the successorGuarantor. Upon the appointment as aforesaid of a successor Agent and acceptance by it of such 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 25 Clause 26 (Notification of changes to Agents), the Agent so superseded shall cease to be an Agent hereunderunder this Agreement. 23.6 24.6 Subject to subclause 23.1Clause 24.2, the Issuer and the Guarantor may, after prior consultation with the Principal Paying Agent, terminate the appointment of any of the other Agents at any time and/or appoint one or more further or other Agents by giving to the Principal Paying Agent and to the relevant other Agent at least 45 days' ’ notice in writing to that effect (other than in the case of insolvency). 23.7 24.7 Subject to subclause 23.1Clause 24.1, 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 Issuer Issuer, the Guarantor and the Principal Paying Agent at least 45 days' ’ written notice to that effect. 23.8 24.8 Upon its resignation or removal becoming effective, an Agent shall: (a) 24.8.1 in the case of the Principal Paying Agent, the Registrars Registrar and the Exchange Agent, forthwith immediately transfer all moneys and records held by it hereunder under this Agreement to the successor Agent hereunderAgent; and (b) 24.8.2 be entitled to the payment by the Issuer (failing which 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 18Clause 19 (Commissions and Expenses). 23.9 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.