Common use of Limitation of appointment and termination Clause in Contracts

Limitation of appointment and termination. Notwithstanding Clauses 11.1 and 11.2: (a) (Principal Paying Agent and US$ Note Registrar): the resignation by, or the termination of, the appointment of the Principal Paying Agent or a US$ Note Registrar will not take effect until the appointment of a new Principal Paying Agent or US$ Note Registrar, as the case may be, has been acknowledged in writing by the US$ Note Trustee (in each case, the acknowledgement is not to be unreasonably withheld or delayed) and, in the case of the appointment of a new US$ Note Registrar, until that new US$ Note Registrar has nominated a Specified Office in New York; (b) (Appointment by retiring Agent): if any Agent resigns in accordance with Clause 11.2 but, by the day falling 15 days before the expiry of any notice under Clause 11.2 the Issuer has not appointed a new Agent, then the relevant Agent may appoint in its place any reputable bank or trust company of good standing approved in writing by the US$ Note Trustee and appointed on terms previously approved in writing by the US$ Note Trustee (in each case, the approval not to be unreasonably withheld or delayed); (c) (Specified Office of Paying Agent in New York): no resignation by, or termination or revocation of the appointment of, any Paying Agent will take effect until a successor has been duly appointed in accordance with Clauses 11.3(a) or (b) and notice of such appointment has been given to the US$ Noteholders if as a result of such resignation, termination or revocation there would cease to be a Paying Agent which has a Specified Office in New York; (d) (Specified Office of Agent Bank): the resignation by, or the termination of the appointment of the Agent Bank will not take effect until a new Agent Bank having its Specified Office in New York has been appointed; and (e) (Terms of appointment of additional Paying Agents): the appointment of any additional Paying Agent will be on the terms and the conditions of this Agreement and each of the parties to this Agreement must co-operate fully to do all further acts and things and execute any further documents as may be necessary or desirable to give effect to the appointment of the Paying Agent (which will not, except in the case of an appointment under Clause 11.1(a) or a termination under Clause 11.1(b)(ii), be at the cost of the Issuer or Manager). The Manager must promptly advise each Rating Agency of the appointment of any additional Paying Agent under this Agreement. All costs and expenses incurred by any party associated with the removal and the appointment of an Agent as a result of Clauses 11.1 or 11.2 will be borne by the Issuer as costs and expenses of the Series Trust.

Limitation of appointment and termination. Notwithstanding Clauses 11.1 clauses 10.1 and 11.210.2: (a) (Principal Paying Agent and US$ Note RegistrarPRINCIPAL PAYING AGENT AND OFFERED NOTE REGISTRARS): the resignation by, or the termination of, the appointment of the Principal Paying Agent or a US$ an Offered Note Registrar will not take effect until the appointment of a new Principal Paying Agent or US$ Offered Note Registrar, as the case may be, has been acknowledged approved in writing by the US$ Offered Note Trustee has been appointed on terms previously approved in writing by the Offered Note Trustee (in each case, the acknowledgement is approval not to be unreasonably withheld or delayed) andand with, in the case of the appointment of a new US$ US Dollar Note Registrar, until that new US$ Specified Offices in each of New York and London, and in the case of the Euro Note Registrar has nominated Registrar, a Specified Office in New YorkLondon; (b) (Appointment by retiring AgentAPPOINTMENT BY RETIRING AGENT): if any Agent resigns in accordance with Clause 11.2 clause 10.2 but, by the day falling 15 days before the expiry of any notice under Clause 11.2 clause 10.2 the Issuer has not appointed a new Agent, then the relevant Agent may appoint in its place any reputable bank or trust company of good standing approved in writing by the US$ Offered Note Trustee and appointed on terms previously approved in writing by the US$ Offered Note Trustee (in each case, the approval not to be unreasonably withheld or delayed); (c) (Specified Office of Paying Agent in New YorkSPECIFIED OFFICE OF PAYING AGENT IN NEW YORK AND LONDON): no the resignation by, or the termination or revocation of the appointment of, any Paying Agent will not take effect until a successor has been duly appointed in accordance with Clauses 11.3(a) or (b) and notice of such appointment has been given to the US$ Noteholders if if, as a result of such resignationthe resignation or termination, termination or revocation there would cease to not be a Paying Agent which has a Specified Office in New YorkYork City or there would not be a Paying Agent which has a Specified Office in London; (d) (Specified Office OFFICE OF PAYING AGENT IN THE REPUBLIC OF IRELAND): so long as the Offered Notes are listed on the Daily Official List of the Irish Stock Exchange and the listing rules of the Irish Stock Exchange require the appointment of a paying agent which has an office in the Republic of Ireland as a condition of such listing, the resignation by, or the termination of the appointment of, the Offered Note Irish Paying Agent Bankwill not take effect if, as a result of the resignation or termination, there would not be a Paying Agent which has an specified office in the Republic of Ireland; (e) (SPECIFIED OFFICE OF AGENT BANK): the resignation by, or the termination of the appointment of the Agent Bank will not take effect until a new Agent Bank having its Specified Office in London or New York has been appointed; and (ef) (Terms of appointment of additional Paying AgentsTERMS OF APPOINTMENT OF ADDITIONAL PAYING AGENTS): the appointment of any additional Paying Agent will be on the terms and the conditions of this Agreement and each of the parties to this Agreement must co-operate fully to do all further acts and things and execute any further documents as may be necessary or desirable to give effect to the appointment of the Paying Agent (which will not, except in the case of an appointment under Clause 11.1(aclause 10.1(a) or a termination under Clause 11.1(b)(iiclause 10.1(b)(ii), be at the cost of the Issuer or Manager). The Manager must promptly advise each Rating Agency of the appointment of any additional Paying Agent under this Agreement. All costs and expenses incurred by any party associated with the removal and the appointment of an Agent as a result of Clauses 11.1 or 11.2 will be borne by the Issuer as costs and expenses of the Series Trust.

Limitation of appointment and termination. Notwithstanding Clauses 11.1 clauses 10.1 and 11.210.2: (a) (Principal Paying Agent and US$ Class A-1 Note Registrar): the resignation by, or the termination of, the appointment of the Principal Paying Agent or a US$ the Class A-1 Note Registrar will not take effect until the appointment of a new Principal Paying Agent or US$ Class A-1 Note Registrar, as the case may be, has been acknowledged approved in writing by the US$ Class A-1 Note Trustee has been appointed on terms previously approved in writing by the Class A-1 Note Trustee (in each case, the acknowledgement is approval not to be unreasonably withheld or delayed) andand with, in the case of the appointment of a new US$ Class A-1 Note Registrar, until that new US$ Note Registrar has nominated a Specified Office Offices in each of New YorkYork and London; (b) (Appointment by retiring Retiring Agent): if any Agent resigns in accordance with Clause 11.2 clause 10.2 but, by the day falling 15 days before the expiry of any notice under Clause 11.2 clause 10.2 the Issuer has not appointed a new Agent, then the relevant Agent may appoint in its place any reputable bank or trust company of good standing approved in writing by the US$ Class A-1 Note Trustee and appointed on terms previously approved in writing by the US$ Class A-1 Note Trustee (in each case, the approval not to be unreasonably withheld or delayed); (c) (Specified Office of Paying Agent in New YorkYork and London): no the resignation by, or the termination or revocation of the appointment of, any Paying Agent will not take effect until a successor has been duly appointed in accordance with Clauses 11.3(a) or (b) and notice of such appointment has been given to the US$ Noteholders if if, as a result of such resignationthe resignation or termination, termination or revocation there would cease to not be a Paying Agent which has a Specified Office in New YorkYork City or there would not be a Paying Agent which has a Specified Office in London; (d) (Specified Office of Agent Bank): the resignation by, or the termination of the appointment of the Agent Bank will not take effect until a new Agent Bank having its Specified Office in London or New York has been appointed; and (e) (Terms of appointment Appointment of additional Paying Agents): the appointment of any additional Paying Agent will be on the terms and the conditions of this Agreement and each of the parties to this Agreement must co-operate fully to do all further acts and things and execute any further documents as may be necessary or desirable to give effect to the appointment of the Paying Agent (which will not, except in the case of an appointment under Clause 11.1(aclause 10.1(a) or a termination under Clause 11.1(b)(iiclause 10.1(b)(ii), be at the cost of the Issuer or Manager). The Manager must promptly advise each Rating Agency of the appointment of any additional Paying Agent under this Agreement. All costs and expenses incurred by any party associated with the removal and the appointment of an Agent as a result of Clauses 11.1 or 11.2 will be borne by the Issuer as costs and expenses of the Series Trust.

Limitation of appointment and termination. Notwithstanding Clauses 11.1 clauses 10.1 and 11.210.2: (a) (Principal Paying Agent and US$ Note RegistrarPRINCIPAL PAYING AGENT AND OFFERED NOTE REGISTRARS): the resignation by, or the termination of, the appointment of the Principal Paying Agent or a US$ an Offered Note Registrar will not take effect until the appointment of a new Principal Paying Agent or US$ Offered Note Registrar, as the case may be, has been acknowledged approved in writing by the US$ Offered Note Trustee has been appointed on terms previously approved in writing by the Offered Note Trustee (in each case, the acknowledgement is approval not to be unreasonably withheld or delayed) andand with, in the case of the appointment of a new US$ US Dollar Note Registrar, until that new US$ Note Registrar has nominated a Specified Office in New York; (b) (Appointment by retiring AgentAPPOINTMENT BY RETIRING AGENT): if any Agent resigns in accordance with Clause 11.2 clause 10.2 but, by the day falling 15 days before the expiry of any notice under Clause 11.2 clause 10.2 the Issuer has not appointed a new Agent, then the relevant Agent may appoint in its place any reputable bank or trust company of good standing approved in writing by the US$ Offered Note Trustee and appointed on terms previously approved in writing by the US$ Offered Note Trustee (in each case, the approval not to be unreasonably withheld or delayed); (c) (Specified Office of Paying Agent in New YorkSPECIFIED OFFICE OF PAYING AGENT IN NEW YORK): no the resignation by, or the termination or revocation of the appointment of, any Paying Agent will not take effect until a successor has been duly appointed in accordance with Clauses 11.3(a) or (b) and notice of such appointment has been given to the US$ Noteholders if if, as a result of such resignationthe resignation or termination, termination or revocation there would cease to not be a Paying Agent which has a Specified Office in New YorkYork City; (d) (Specified Office of Agent BankSPECIFIED OFFICE OF AGENT BANK): the resignation by, or the termination of the appointment of the Agent Bank will not take effect until a new Agent Bank having its Specified Office in New York has been appointed; and (e) (Terms of appointment of additional Paying AgentsTERMS OF APPOINTMENT OF ADDITIONAL PAYING AGENTS): the appointment of any additional Paying Agent will be on the terms and the conditions of this Agreement and each of the parties to this Agreement must co-operate fully to do all further acts and things and execute any further documents as may be necessary or desirable to give effect to the appointment of the Paying Agent (which will not, except in the case of an appointment under Clause 11.1(aclause 10.1(a) or a termination under Clause 11.1(b)(iiclause 10.1(b)(ii), be at the cost of the Issuer or Manager). The Manager must promptly advise each Rating Agency of the appointment of any additional Paying Agent under this Agreement. All costs and expenses incurred by any party associated with the removal and the appointment of an Agent as a result of Clauses 11.1 or 11.2 will be borne by the Issuer as costs and expenses of the Series Trust.

Limitation of appointment and termination. Notwithstanding Clauses 11.1 clauses 10.1 and 11.210.2: (a) (Principal Paying Agent and US$ Note RegistrarPRINCIPAL PAYING AGENT AND OFFSHORE NOTE REGISTRARS): the resignation by, or the termination of, the appointment of the Principal Paying Agent or a US$ an Offshore Note Registrar will not take effect until the appointment of a new Principal Paying Agent or US$ Offshore Note Registrar, as the case may be, has been acknowledged approved in writing by the US$ Offshore Note Trustee has been appointed on terms previously approved in writing by the Offshore Note Trustee (in each case, the acknowledgement is approval not to be unreasonably withheld or delayed) andand with, in the case of the appointment of a new US$ US Dollar Note Registrar, until that new US$ Specified Offices in each of New York and London, and in the case of the Euro Note Registrar has nominated Registrar, a Specified Office in New YorkLondon; (b) (Appointment by retiring AgentAPPOINTMENT BY RETIRING AGENT): if any Agent resigns in accordance with Clause 11.2 clause 10.2 but, by the day falling 15 days before the expiry of any notice under Clause 11.2 clause 10.2 the Issuer has not appointed a new Agent, then the relevant Agent may appoint in its place any reputable bank or trust company of good standing approved in writing by the US$ Offshore Note Trustee and appointed on terms previously approved in writing by the US$ Offshore Note Trustee (in each case, the approval not to be unreasonably withheld or delayed); (c) (Specified Office of Paying Agent in New YorkSPECIFIED OFFICE OF PAYING AGENT IN NEW YORK AND LONDON): no the resignation by, or the termination or revocation of the appointment of, any Paying Agent will not take effect until a successor has been duly appointed in accordance with Clauses 11.3(a) or (b) and notice of such appointment has been given to the US$ Noteholders if if, as a result of such resignationthe resignation or termination, termination or revocation there would cease to not be a Paying Agent which has a Specified Office in New YorkYork City or there would not be a Paying Agent which has a Specified Office in London; (d) (Specified Office of Agent BankSPECIFIED OFFICE OF AGENT BANK): the resignation by, or the termination of the appointment of the Agent Bank will not take effect until a new Agent Bank having its Specified Office in London or New York has been appointed; and (e) (Terms of appointment of additional Paying AgentsTERMS OF APPOINTMENT OF ADDITIONAL PAYING AGENTS): the appointment of any additional Paying Agent will be on the terms and the conditions of this Agreement and each of the parties to this Agreement must co-operate fully to do all further acts and things and execute any further documents as may be necessary or desirable to give effect to the appointment of the Paying Agent (which will not, except in the case of an appointment under Clause 11.1(aclause 10.1(a) or a termination under Clause 11.1(b)(iiclause 10.1(b)(ii), be at the cost of the Issuer or Manager). The Manager must promptly advise each Rating Agency of the appointment of any additional Paying Agent under this Agreement. All costs and expenses incurred by any party associated with the removal and the appointment of an Agent as a result of Clauses 11.1 or 11.2 will be borne by the Issuer as costs and expenses of the Series Trust.

Limitation of appointment and termination. Notwithstanding Clauses 11.1 clauses 10.1 and 11.210.2: (a) (Principal Paying Agent and US$ Offshore Note RegistrarRegistrars): the resignation by, or the termination of, the appointment of the Principal Paying Agent or a US$ an Offshore Note Registrar will not take effect until the appointment of a new Principal Paying Agent or US$ Offshore Note Registrar, as the case may be, has been acknowledged approved in writing by the US$ Offshore Note Trustee has been appointed on terms previously approved in writing by the Offshore Note Trustee (in each case, the acknowledgement is approval not to be unreasonably withheld or delayed) andand with, in the case of the appointment of a new US$ US Dollar Note Registrar, until that new US$ Specified Offices in each of New York and London, and in the case of the Euro Note Registrar has nominated Registrar, a Specified Office in New YorkLondon; (b) (Appointment by retiring Retiring Agent): if any Agent resigns in accordance with Clause 11.2 clause 10.2 but, by the day falling 15 days before the expiry of any notice under Clause 11.2 clause 10.2 the Issuer has not appointed a new Agent, then the relevant Agent may appoint in its place any reputable bank or trust company of good standing approved in writing by the US$ Offshore Note Trustee and appointed on terms previously approved in writing by the US$ Offshore Note Trustee (in each case, the approval not to be unreasonably withheld or delayed); (c) (Specified Office of Paying Agent in New YorkYork and London): no the resignation by, or the termination or revocation of the appointment of, any Paying Agent will not take effect until a successor has been duly appointed in accordance with Clauses 11.3(a) or (b) and notice of such appointment has been given to the US$ Noteholders if if, as a result of such resignationthe resignation or termination, termination or revocation there would cease to not be a Paying Agent which has a Specified Office in New YorkYork City or there would not be a Paying Agent which has a Specified Office in London; (d) (Specified Office of Agent Bank): the resignation by, or the termination of the appointment of the Agent Bank will not take effect until a new Agent Bank having its Specified Office in London or New York has been appointed; and (e) (Terms of appointment Appointment of additional Paying Agents): the appointment of any additional Paying Agent will be on the terms and the conditions of this Agreement and each of the parties to this Agreement must co-operate fully to do all further acts and things and execute any further documents as may be necessary or desirable to give effect to the appointment of the Paying Agent (which will not, except in the case of an appointment under Clause 11.1(aclause 10.1(a) or a termination under Clause 11.1(b)(iiclause 10.1(b)(ii), be at the cost of the Issuer or Manager). The Manager must promptly advise each Rating Agency of the appointment of any additional Paying Agent under this Agreement. All costs and expenses incurred by any party associated with the removal and the appointment of an Agent as a result of Clauses 11.1 or 11.2 will be borne by the Issuer as costs and expenses of the Series Trust.

Limitation of appointment and termination. Notwithstanding Clauses 11.1 clauses 10.1 and 11.210.2: (a) (Principal Paying Agent and US$ US Dollar Note Registrar): the resignation by, or the termination of, the appointment of the Principal Paying Agent or a US$ the US Dollar Note Registrar will not take effect until the appointment of a new Principal Paying Agent or US$ US Dollar Note Registrar, as the case may be, has been acknowledged approved in writing by the US$ US Dollar Note Trustee has been appointed on terms previously approved in writing by the US Dollar Note Trustee (in each case, the acknowledgement is approval not to be unreasonably withheld or delayed) andand with, in the case of the appointment of a new US$ US Dollar Note Registrar, until that new US$ Note Registrar has nominated a Specified Office Offices in each of New YorkYork and London; (b) (Appointment by retiring Retiring Agent): if any Agent resigns in accordance with Clause 11.2 clause 10.2 but, by the day falling 15 days before the expiry of any notice under Clause 11.2 clause 10.2 the Issuer has not appointed a new Agent, then the relevant Agent may appoint in its place any reputable bank or trust company of good standing approved in writing by the US$ US Dollar Note Trustee and appointed on terms previously approved in writing by the US$ US Dollar Note Trustee (in each case, the approval not to be unreasonably withheld or delayed); (c) (Specified Office of Paying Agent in New YorkYork and London): no the resignation by, or the termination or revocation of the appointment of, any Paying Agent will not take effect until a successor has been duly appointed in accordance with Clauses 11.3(a) or (b) and notice of such appointment has been given to the US$ Noteholders if if, as a result of such resignationthe resignation or termination, termination or revocation there would cease to not be a Paying Agent which has a Specified Office in New YorkYork City or there would not be a Paying Agent which has a Specified Office in London; (d) (Specified Office of Agent Bank): the resignation by, or the termination of the appointment of the Agent Bank will not take effect until a new Agent Bank having its Specified Office in London or New York has been appointed; and (e) (Terms of appointment Appointment of additional Paying Agents): the appointment of any additional Paying Agent will be on the terms and the conditions of this Agreement and each of the parties to this Agreement must co-operate fully to do all further acts and things and execute any further documents as may be necessary or desirable to give effect to the appointment of the Paying Agent (which will not, except in the case of an appointment under Clause 11.1(aclause 10.1(a) or a termination under Clause 11.1(b)(iiclause 10.1(b)(ii), be at the cost of the Issuer or Manager). The Manager must promptly advise each Rating Agency of the appointment of any additional Paying Agent under this Agreement. All costs and expenses incurred by any party associated with the removal and the appointment of an Agent as a result of Clauses 11.1 or 11.2 will be borne by the Issuer as costs and expenses of the Series Trust.