Common use of Changes in Agents Clause in Contracts

Changes in Agents. 18.1 Any Agent or the Registrar may resign its appointment as the agent of the Issuer in relation to the Instruments upon the expiration of not less than thirty days' notice to that effect by such Agent or, as the case may be, the Registrar to the Issuer (with a copy, if necessary, to the Fiscal Agent) provided that: 18.1.1 any such notice which would otherwise expire within thirty days before or after the maturity date of any Series of Instruments or any interest payment date in relation to any Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such date; and 18.1.2 in the case of the Fiscal Agent, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or the Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such resignation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer or in accordance with Clause 18.6 and notice of such appointment has been given in accordance with Condition 19 (Notices). 18.2 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as its agent in relation to the Instruments by not less than thirty days' notice to that effect to such Agent, Transfer Agent or, as the case may be, such Registrar provided that, in the case of the Fiscal Agent, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such revocation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer and notice of such appointment has been given in accordance with Condition 19 (Notices). 18.3 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as their agent hereunder and/or in relation to any Series of Instruments if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. As at the date of this Agreement the Fiscal Agent is a Participating FFI. 18.4 The appointment of any Agent or Registrar as the agent of the Issuer in relation to the Instruments shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: such Agent or, as the case may be, Registrar becomes incapable of acting; such Agent or, as the case may be, Registrar is adjudged bankrupt or insolvent; such Agent or, as the case may be, Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or, as the case may be, Registrar; a receiver, administrator or other similar official of such Agent or, as the case may be, Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 18.5 The Issuer may appoint substitute or additional agents in relation to the Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.6 If any Agent or Registrar gives notice of its resignation in accordance with Clause 18.1 and by the tenth day before the expiration of such notice a successor to such Agent or, as the case may be, Registrar as the agent of the Issuer in relation to the Instruments has not been appointed by the Issuer, such Agent or, as the case may be, Registrar may itself, following such consultation with the Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 19 (Notices), whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.7 Upon any resignation or revocation becoming effective under this Clause 18, the relevant Agent or, as the case may be, Registrar shall: 18.7.1 be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clause 16.3, Clause 17 (Terms of Appointment) and this Clause 18); 18.7.2 repay to the Issuer such part of any fee paid to it in accordance with Clause 16.1 as shall relate to any period thereafter; 18.7.3 in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Fiscal Agent, of the records maintained by it in accordance with Clause 13 (Miscellaneous Duties of the Fiscal Agent); 18.7.4 in the case of the Registrar, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Registrar, of each of the Registers and other records maintained by it in accordance with Clause 15 (Miscellaneous Duties of the Registrar); and 18.7.5 in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12 (Duties of the Transfer Agent); 18.7.6 as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 15 (Miscellaneous Duties of the Registrar) or Clause

Changes in Agents. 18.1 Any 20.1 Subject to Clause 20.2, any Agent or the Registrar may resign its appointment as the agent of the Issuer Issuers hereunder and/or in relation to the Instruments any Series of Notes upon the expiration of not less than thirty 45 days' written notice to that effect by such Agent or, as the case may be, the Registrar to the Issuer Issuers (with a copycopy to the Trustee and, if necessary, to the Fiscal Issue and Paying Agent) provided without being required to give any reason and without being liable for the costs of its resignation (without prejudice to Clause 17, where applicable) provided, however, that: 18.1.1 (a) in relation to any Series of Notes, any such notice which would otherwise expire within thirty 30 days before or after the maturity date of any such Series of Instruments or any interest or other payment date in relation to any such Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth 30th day following such date; and 18.1.2 in maturity date or, as the case may be, such interest or other payment date; (b) in respect of each Series of Notes, if any resignation would otherwise cause a breach of the Fiscal Agentprovisions of Condition 13, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or the Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, no such resignation shall not be effective until a successor thereto has been appointed by the relevant Issuer and previously approved in writing by the Trustee as the agent of the relevant Issuer in relation to the Instruments has been appointed by the Issuer or in accordance with Clause 18.6 such Series of Notes and notice of such appointment has been given in accordance with Condition 19 the Conditions; and (Noticesc) in the case of Non-Book Entry Notes there will at all times be an Issue and Paying Agent and, in respect of Registered Notes, a Registrar; (d) in the case of Book-Entry Notes, there will at all times be a Portuguese Paying Agent; (e) so long as any of the Book-Entry Notes are registered with Interbolsa there will at all times be a Portuguese Paying Agent having a specified office in such place of registration and complying with any requirements that may be imposed by the rules and regulations of Interbolsa; and (f) so long as any of the Notes are listed on any Stock Exchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant Stock Exchange or as the case may be, other relevant authority. 20.2 Notwithstanding Clause 20.1, the Issue and Paying Agent, the Portuguese Paying Agent and the Registrar may (subject as provided in subclause 20.4) at any time resign only by giving at least 90 days' written notice to the relevant Issuer specifying the date on which its resignation shall become effective without being required to give any reason and without being liable for the costs of its resignation (without prejudice to Clause 17, where applicable). 18.2 20.3 The Issuer Issuers may revoke its the appointment of any Agent, Registrar or the Transfer Agent (subject as its agent provided in subclause 20.4) in relation to the Instruments any Series of Notes by not less than thirty 45 days' notice to that effect to such AgentAgent provided, Transfer Agent orhowever, as the case may bethat in respect of each Series of Notes, such Registrar provided that, in the case if any revocation would otherwise cause a breach of the Fiscal Agentprovisions of Condition 13, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, no such revocation shall not be effective until a successor thereto has been appointed by the Issuers with the prior approval in writing of the Trustee as the agent of the Issuer Issuers in relation to the Instruments has been appointed by the Issuer such Series of Notes and notice of such appointment has been given in accordance with Condition 19 (Notices)the Conditions. 18.3 The Issuer may revoke its appointment 20.4 Any resignation under subclause 20.2 or removal of any the Issue and Paying Agent, Registrar the Portuguese Paying Agent or the Transfer Agent as their agent hereunder and/or in relation to any Series Registrar under subclauses 20.3 or 20.5 shall only take effect upon the appointment by the Issuers of Instruments if such paying agenta successor Issue and Paying Agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. As at the date of this Agreement the Fiscal Agent is a Participating FFI. 18.4 The appointment of any successor Portuguese Paying Agent or Registrar as the agent of the Issuer in relation to the Instruments shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: such Agent orsuccessor Registrar, as the case may be, Registrar becomes incapable and (other than in cases of acting; such insolvency of the Issue and Paying Agent, the Portuguese Paying Agent oror the Registrar, as the case may be) on the expiry of the notice to be given under clause 22. The Issuers agree with the Issue and Paying Agent, the Portuguese Paying Agent or the Registrar, as the case may be, that if, by the day falling 10 days before the expiry of any notice under subclause 20.2, the Issuers have not appointed a successor Issue and Paying Agent, the Portuguese Paying Agent or the Registrar is adjudged bankrupt then the Issue and Paying Agent, the Portuguese Paying Agent or insolvent; such Agent orthe Registrar, as the case may be, Registrar shall be entitled, on behalf of the Issuers, to appoint in its place as a successor Issue and Paying Agent, successor Portuguese Paying Agent or successor Registrar, as the case may be, a reputable financial institution of good standing which the relevant Issuer shall approve. 20.5 The appointment of any Agent as the agent of the Issuers hereunder and in relation to each relevant Series of Notes shall terminate forthwith if: (a) such Agent becomes incapable of acting; (b) such Agent is adjudged bankrupt or insolvent; (c) such Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator administrator, liquidator or other similar official of all or any a substantial part of its property property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or, as the case may be, Registrar; a receiver, administrator or other similar official of such Agent or, as the case may be, Registrar or of all or any substantial part of its property is appointed; an debts, or if any order of any court is entered approving any petition filed by or against such Agent or, as the case may be, Registrar it under the provisions of any applicable bankruptcy or insolvency law; law or if a receiver of it or of all or a substantial part of its property is appointed or if any public officer takes charge or control of such Agent or, as the case may be, Registrar it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Paying Agent which shall be a reputable financial institution of good standing may be appointed by the relevant Issuer. Upon the appointment of a successor Paying Agent and acceptance by it of its appointment and (other than in case of insolvency of the Paying Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 17, the Paying Agent so superseded shall cease to be a Paying Agent under this Agreement. 18.5 20.6 Subject to subclause 20.1, the relevant Issuer may, after prior consultation with the Issue and Paying Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further or other Paying Agents by giving to the Issue and Paying Agent and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency). 20.7 Subject to subclause 20.1, all or any of the Paying Agents (other than the Issue and Paying Agent) may resign their respective appointments under this Agreement at any time by giving the relevant Issuer and the Issue and Paying Agent at least 45 days' written notice to that effect. 20.8 The Issuer Issuers may (and shall where necessary to comply with the Conditions) appoint substitute or additional agents agents, with the prior written approval of the Trustee (in the case of Non-Book-Entry Notes), in relation to the Instruments Notes and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.6 If any Agent or Registrar gives notice of its resignation in accordance with Clause 18.1 and by the tenth day before the expiration of such notice a successor to such Agent or, as the case may be, Registrar as the agent of the Issuer in relation to the Instruments has not been appointed by the Issuer, such Agent or, as the case may be, Registrar may itself, following such consultation with the Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 19 (Notices), whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.7 20.9 Upon any resignation or revocation removal becoming effective effective, under this Clause 1820, the relevant Paying Agent or, as or the case may be, Registrar shall: 18.7.1 (a) be released and discharged from its obligations under this Agreement but without prejudice to any rights or obligations accrued or incurred on or before such resignation or revocation becoming effective (save that it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the provisions of Clause 16.315, Clause 17 (Terms of Appointment) 16 and this Clause 1820); 18.7.2 (b) repay to the Issuer Issuers such part of any fee paid to it in accordance with Clause 16.1 15.1 as shall relate to any period thereaftermay be agreed between the relevant Paying Agent or the Registrar and the Issuers; 18.7.3 (c) in the case of the Fiscal Issue and Paying Agent, deliver to the Issuer Issuers, the successor Issue and Paying Agent and to its successor the Trustee, a copy, certified as true and up-to-up to date by an officer of the Fiscal Issue and Paying Agent, of the records maintained by it in accordance with Clause 13 (Miscellaneous Duties of the Fiscal Agent)12; 18.7.4 (d) in the case of the a Registrar, deliver to the Issuer Issuers, the successor Registrar and to its successor the Trustee, a copy, certified as true and up-to-up to date by an officer of the such Registrar, of each of the Registers and other records maintained by it in accordance with Clause 15 (Miscellaneous Duties of the Registrar)14; and 18.7.5 in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12 (Duties of the Transfer Agent); 18.7.6 as soon as reasonably practicable e) forthwith (upon payment to it of any amount due to it in accordance with Clause 15 or Clause 16) transfer all moneys and papers (Miscellaneous Duties including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Bearer Notes, Receipts, Coupons, Talons or, as the case may be, Registered Notes) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. (f) Upon its appointment becoming effective, a successor or new Agent shall, without any further action, become vested with all the Registrar) or Clauseauthority, 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.

Changes in Agents. 18.1 15.1 Any Agent or the Registrar may resign its appointment as the agent of the Issuer hereunder and/or as agent of the Issuer in relation to the Instruments any Series of Notes upon the expiration of not less than thirty days' written notice to that effect by such Agent or, as (the case may be, the Registrar "Resigning Agent") to the Issuer and the Trustee (with a copy, if necessary, to the Fiscal Principal Paying Agent) ); provided that: 18.1.1 15.1.1 in relation to any Series of Notes any such notice which would otherwise expire within thirty days before or after the maturity date of any such Series of Instruments or any interest or other payment date in relation to any such Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such maturity date or, as the case may be, such interest or other payment date; and 18.1.2 15.1.2 in respect of any Series of Notes, in the case of the Fiscal Principal Paying Agent, the only remaining Issue Agent, the Registrar, the Calculation Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments such Notes are listed on any stock exchangeStock Exchange, the Paying Agent or the Registrar Transfer Agent with its specified office in London and/or in such other place as may be required by any such stock exchangeStock Exchange and the sole Paying Agent appointed in New York City if the circumstances described in Condition 9.3 are applicable, such resignation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer (in accordance with Clause 15.4) in relation to such Series of Notes or in accordance with Clause 18.6 15.5. The Resigning Agent shall not be required to specify any reason for its resignation and notice shall not be liable for any direct or indirect losses or liabilities incurred by the Issuer as a result of such appointment has been given in accordance with Condition 19 (Notices)resignation. 18.2 15.2 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as its agent hereunder and/or in relation to the Instruments any Series of Notes by not less than thirty days' notice to that effect to such Agent (with a copy to the Trustee and, in the case of a Paying Agent other than the Principal Paying Agent, Transfer Agent orto the Principal Paying Agent); provided, as the case may behowever, such Registrar provided that, in respect of any Series of Notes, in the case of the Fiscal Principal Paying Agent, the only remaining Registrar, the Issue Agent or Registrar with its specified office outside the United Kingdom Calculation Agent or, so long as any Instruments such Notes are listed on any stock exchangeStock Exchange, the Paying Agent or Registrar the Transfer Agent with its specified office in London and/or in such other place a city as may be required by any such stock exchangeStock Exchange, and the sole Paying Agent appointed in New York City if the circumstances described in Condition 9.3 are applicable, such revocation shall not be effective until a successor thereto has been appointed by the Issuer (in accordance with Clause 15.4) in relation to such Series of Notes. The Issuer shall reimburse the Agent whose appointment is terminated for any costs or expenses incurred by the Agent in connection with the termination of its appointment. 15.3 The appointment of any Agent in relation to each relevant Series of Notes as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer and notice of such appointment has been given in accordance with Condition 19 (Notices). 18.3 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as their agent hereunder and/or in relation to any Series of Instruments if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. As at the date of this Agreement the Fiscal Agent is a Participating FFI. 18.4 The appointment of any Agent or Registrar as the agent of the Issuer in relation to the Instruments shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: (a) such Agent or, as the case may be, Registrar becomes incapable of acting; such Agent or, as the case may be, Registrar is adjudged bankrupt or insolvent; such Agent or, as the case may be, Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or, as the case may be, Registrar; a receiver, administrator or other similar official of such Agent or, as the case may be, Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 18.5 The Issuer may appoint substitute or additional agents in relation to the Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.6 If any Agent or Registrar gives notice of its resignation in accordance with Clause 18.1 and by the tenth day before the expiration of such notice a successor to such Agent or, as the case may be, Registrar as the agent of the Issuer in relation to the Instruments has not been appointed by the Issuer, such Agent or, as the case may be, Registrar may itself, following such consultation with the Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 19 (Notices), whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.7 Upon any resignation or revocation becoming effective under this Clause 18, the relevant Agent or, as the case may be, Registrar shall: 18.7.1 be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clause 16.3, Clause 17 (Terms of Appointment) and this Clause 18); 18.7.2 repay to the Issuer such part of any fee paid to it in accordance with Clause 16.1 as shall relate to any period thereafter; 18.7.3 in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Fiscal Agent, of the records maintained by it in accordance with Clause 13 (Miscellaneous Duties of the Fiscal Agent); 18.7.4 in the case of the Registrar, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Registrar, of each of the Registers and other records maintained by it in accordance with Clause 15 (Miscellaneous Duties of the Registrar); and 18.7.5 in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12 (Duties of the Transfer Agent); 18.7.6 as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 15 (Miscellaneous Duties of the Registrar) or Clause

Changes in Agents. 18.1 15.1 Any Paying Agent, Registrar or Calculation Agent or the Registrar may resign its appointment as the agent of the Issuer hereunder and/or in relation to the any Series of Instruments upon the expiration of not less than thirty days' notice to that effect by such Paying Agent or, as the case may be, the such Registrar or Calculation Agent to the Issuer (with a copy, if necessary, to the Fiscal Agent) provided provided, however, that: 18.1.1 15.1.1 in relation to any Series of Instruments any such notice which would otherwise expire within thirty days before or after the maturity date of any such Series of Instruments or any interest or other payment date in relation to any such Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such maturity date or, as the case may be, such interest or other payment date; and 18.1.2 15.1.2 in respect of any Series of Instruments, in the case of the Fiscal Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom in a continental European city or, so long as any such Instruments are listed admitted to trading on the Luxembourg Stock Exchange and/or any other stock exchange, the Paying Agent or the Registrar with its specified office in London Luxembourg and/or in such other place as may be required by any such other stock exchange, in the circumstances described in Condition 9A.4, the Paying Agent with its specified office in New York City, such resignation shall not be effective until a successor thereto has been appointed by the Issuer as the agent of the Issuer in relation to the such Series of Instruments has been appointed by the Issuer or in accordance with Clause 18.6 15.5 and notice of such appointment has been given in accordance with Condition 19 (Notices)the Terms and Conditions. 18.2 15.2 The Issuer may revoke its appointment of any Paying Agent, Registrar or the Transfer Calculation Agent as its agent hereunder and/or in relation to the any Series of Instruments by not less than thirty days' notice to that effect to such Agent, Transfer Paying Agent or, as the case may be, such Registrar provided thator Calculation Agent provided, however, that in respect of any Series of Instruments, in the case of the Fiscal Agent, the Registrar or the Calculation Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom in a continental European city or, so long as any such Instruments are listed admitted to listing, trading and/or quotation on any the regulated market of the Luxembourg Stock Exchange and/or such other listing authorities, stock exchangeexchanges, regulated markets and/or quotation systems as may be agreed between the Issuer and the relevant Dealer(s), the Paying Agent or Registrar with its specified office in London Luxembourg and/or in such other place as may be required by any such other listing authorities, stock exchangeexchanges, regulated markets and/or quotation systems, in the circumstances described in Condition 9A.4, the Paying Agent with its specified office in New York City, such revocation shall not be effective until a successor thereto has been appointed by the Issuer as the agent of the Issuer in relation to the such Series of Instruments has been appointed by the Issuer and notice of such appointment has been given in accordance with Condition 19 (Notices)the Terms and Conditions. 18.3 15.3 The Issuer may revoke its appointment of any Paying Agent, Registrar or the Transfer Calculation Agent as their agent hereunder and/or in relation to any Series of Instruments if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. As at the date of this Agreement the Fiscal Agent is a Participating FFI. 18.4 The appointment of any Agent or Registrar as the agent of the Issuer hereunder and in relation to the each relevant Series of Instruments shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: such Paying Agent or, as the case may be, Registrar or Calculation Agent becomes incapable of acting; such Paying Agent or, as the case may be, Registrar or Calculation Agent is adjudged bankrupt or insolvent; such Paying Agent or, as the case may be, Registrar or Calculation Agent files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent or, as the case may be, RegistrarRegistrar or Calculation Agent; a receiver, administrator or other similar official of such Paying Agent or, as the case may be, Registrar or Calculation Agent or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, Registrar or Calculation Agent under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent or, as the case may be, Registrar or Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 18.5 15.4 The Issuer may (and shall where necessary to comply with the Terms and Conditions) appoint substitute or additional agents in relation to the Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.6 If 15.5 If, in relation to any Series of Instruments, any Paying Agent, Registrar or Calculation Agent or Registrar gives notice of its resignation in accordance with Clause 18.1 and by the tenth day before the expiration of such notice a successor to such Agent or15.1, as the case may be, Registrar as the agent of the Issuer in relation to the Instruments has not been appointed by the Issuer, such Agent or, as the case may be, Registrar may itself, following such consultation with the Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 19 (Notices), whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.7 Upon any resignation or revocation becoming effective under this Clause 18, the relevant Agent or, as the case may be, Registrar shall: 18.7.1 be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clause 16.3, Clause 17 (Terms of Appointment) and this Clause 18); 18.7.2 repay to the Issuer such part of any fee paid to it in accordance with Clause 16.1 as shall relate to any period thereafter; 18.7.3 in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy, certified as true and upsub-to-date by an officer of the Fiscal Agent, of the records maintained by it in accordance with Clause 13 (Miscellaneous Duties of the Fiscal Agent); 18.7.4 in the case of the Registrar, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Registrar, of each of the Registers and other records maintained by it in accordance with Clause 15 (Miscellaneous Duties of the Registrar); and 18.7.5 in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12 (Duties of the Transfer Agent); 18.7.6 as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 15 (Miscellaneous Duties of the Registrar) or Clauseclause 15.

Changes in Agents. 18.1 Any Agent or the Registrar may resign its appointment as the agent of the Issuer in relation to the Instruments upon the expiration of not less than thirty days' notice to that effect by such Agent or, as the case may be, the Registrar to the Issuer (with a copy, if necessary, to the Fiscal Agent) provided that: 18.1.1 any such notice which would otherwise expire within thirty days before or after the maturity date of any Series of Instruments or any interest payment date in relation to any Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such date; and 18.1.2 in the case of the Fiscal Agent, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or the Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such resignation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer or in accordance with Clause 18.6 and notice of such appointment has been given in accordance with Condition 19 (Notices). 18.2 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as its agent in relation to the Instruments by not less than thirty days' notice to that effect to such Agent, Transfer Agent or, as the case may be, such Registrar provided that, in the case of the Fiscal Agent, the only remaining Agent or Registrar with its specified office outside the United Kingdom or, so long as any Instruments are listed on any stock exchange, the Agent or Registrar with its specified office in London and/or in such other place as may be required by any such stock exchange, such revocation shall not be effective until a successor thereto as the agent of the Issuer in relation to the Instruments has been appointed by the Issuer and notice of such appointment has been given in accordance with Condition 19 (Notices). 18.3 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as their agent hereunder and/or in relation to any Series of Instruments if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. As at the date of this Agreement the Fiscal Agent is a Participating FFI. 18.4 The appointment of any Agent or Registrar as the agent of the Issuer in relation to the Instruments shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: such Agent or, as the case may be, Registrar becomes incapable of acting; such Agent or, as the case may be, Registrar is adjudged bankrupt or insolvent; such Agent or, as the case may be, Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Agent or, as the case may be, Registrar; a receiver, administrator or other similar official of such Agent or, as the case may be, Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 18.5 The Issuer may appoint substitute or additional agents in relation to the Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.6 If any Agent or Registrar gives notice of its resignation in accordance with Clause 18.1 and by the tenth day before the expiration of such notice a successor to such Agent or, as the case may be, Registrar as the agent of the Issuer in relation to the Instruments has not been appointed by the Issuer, such Agent or, as the case may be, Registrar may itself, following such consultation with the Issuer as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 19 (Notices), whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.7 Upon any resignation or revocation becoming effective under this Clause 18, the relevant Agent or, as the case may be, Registrar shall: 18.7.1 be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clause 16.3, Clause 17 (Terms of Appointment) and this Clause 18); 18.7.2 repay to the Issuer such part of any fee paid to it in accordance with Clause 16.1 as shall relate to any period thereafter; 18.7.3 in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Fiscal Agent, of the records maintained by it in accordance with Clause 13 (Miscellaneous Duties of the Fiscal Agent); 18.7.4 in the case of the Registrar, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Registrar, of each of the Registers and other records maintained by it in accordance with Clause 15 (Miscellaneous Duties of the Registrar); and 18.7.5 in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12 (Duties of the Transfer Agent); 18.7.6 as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 15 (Miscellaneous Duties of the Registrar) or ClauseClause 17.4) transfer all moneys and papers to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. 18.8 Any corporation into which any Agent or Registrar may be merged or converted, any corporation with which any Agent or Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Agent or Registrar shall be a party, shall, to the extent permitted by applicable law, be the successor to such Agent or, as the case may be, Registrar as agent of the Issuer in relation to the Instruments without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall as soon as reasonably practicable be given by such successor(s) to the Issuer and the other parties hereto.

Changes in Agents. 18.1 13.1 Any Agent or the Registrar may resign its appointment as the agent of the MTN Issuer hereunder and/or in relation to the Instruments any Series of Notes upon the expiration of not less than thirty days' written notice to that effect by such Agent or, as the case may be, the Registrar to the MTN Issuer and the Trustee (with a copy, if necessary, to the Fiscal Principal Paying Agent) provided that: 18.1.1 (a) in relation to any Series of Notes any such notice which would otherwise expire within thirty days before or after the maturity date of any such Series of Instruments or any interest or other payment date in relation to any such Series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such maturity date or, as the case may be, such interest or other payment date; and 18.1.2 (b) in respect of any Series of Notes, in the case of the Fiscal AgentPrincipal Paying Agent or the Agent Bank, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom in a continental European city or, if and for so long as such Notes are admitted to the Official List of the UK Listing Authority and trading on the London Stock Exchange and/or any Instruments are listed on any other stock exchange, the Paying Agent or the Registrar with its specified office in London and/or in such other place as may be required by any such other stock exchange, such resignation shall not be effective until a successor thereto has been appointed by the MTN Issuer as the agent of the MTN Issuer in relation to the Instruments has been appointed by the Issuer such Series of Notes or in accordance with Clause 18.6 13.5 and notice of such appointment has been given in accordance with Condition 19 (Notices)the Conditions. 18.2 13.2 The MTN Issuer may revoke its appointment of any Agent, Registrar Paying Agent or the Transfer Agent as its agent Bank hereunder and/or in relation to the Instruments any Series of Notes by not less than thirty days' notice to that effect to such Paying Agent (with a copy to the Trustee and, in the case of a Paying Agent other than the Principal Paying Agent, Transfer Agent to the Principal Paying Agent) or, as the case may be, such Registrar Agent Bank provided that, however, in respect of any Series of Notes, in the case of the Fiscal AgentPrincipal Paying Agent or the Agent Bank, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom in a continental European city or, if and for so long as such Notes are admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange and/or any Instruments are listed on any other stock exchange, the Paying Agent or Registrar with its specified office in London and/or in such other place as may be required by any such other stock exchange, such revocation shall not be effective until a successor thereto has been appointed by the MTN Issuer with the prior written approval of the Trustee as the agent of the MTN Issuer in relation to the Instruments has been appointed by the Issuer such Series of Notes and notice of such appointment has been given in accordance with Condition 19 (Notices)the Conditions. 18.3 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as their agent hereunder and/or in relation to any Series of Instruments if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. As at the date of this Agreement the Fiscal Agent is a Participating FFI. 18.4 13.3 The appointment of any Agent or Registrar in relation to each relevant Series of Notes as the agent of the MTN Issuer in relation to the Instruments hereunder shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: (a) such Agent or, as the case may be, Registrar becomes incapable of acting; (b) such Agent or, as the case may be, Registrar is adjudged bankrupt or insolvent; (c) such Agent or, as the case may be, Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; (d) a resolution is passed or an order is made for the winding-up or dissolution of such Agent or, as the case may be, RegistrarAgent; (e) a receiver, administrator or other similar official of such Agent or, as the case may be, Registrar or of all or any substantial part of its property is appointed; (f) an order of any court is entered approving any petition filed by or against such Agent or, as the case may be, Registrar under the provisions of any applicable bankruptcy or insolvency law; or (g) any public officer takes charge or control of such Agent or, as the case may be, Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 18.5 13.4 The MTN Issuer may may, with the prior written approval of the Trustee, (and shall where necessary to comply with the Conditions) appoint substitute or additional agents in relation to the Instruments a relevant Series of Notes and shall forthwith notify the other parties hereto thereofhereto, whereupon the parties hereto and such substitute or additional agents shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.6 If 13.5 If, in relation to any Series of Notes, any Agent or Registrar gives notice of its resignation in accordance with Clause 18.1 13.1, the provisions of Clause 13.2 apply and by the tenth day before the expiration of such notice a successor to such Agent or, as the case may be, Registrar as the agent of the MTN Issuer in relation to the Instruments such Notes has not been appointed by the MTN Issuer, such Agent or, as the case may be, Registrar may itself, following such consultation with the MTN Issuer as may be practicable in the circumstancescircumstances and with the prior written approval of the Trustee, appoint as its successor any reputable and experienced bank or financial institution (which will ensure compliance with the Conditions) and give notice of such appointment in accordance with Condition 19 (Notices)the Conditions, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.7 13.6 Upon any resignation or revocation in relation to each relevant Series of Notes becoming effective under this Clause 1813, the relevant Agent or, as the case may be, Registrar shall: 18.7.1 (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to and bound by (as appropriate) the provisions of Clause 16.38.10, Clause 17 (Terms of Appointment) 8.11, Clause 10.4, Clause 11, Clause 12 and this Clause 1813); 18.7.2 (b) repay to the MTN Issuer such part of any fee paid to it in accordance with Clause 16.1 11 as shall relate to any period thereaftermay be agreed between the relevant Agent and the MTN Issuer; 18.7.3 (c) in the case of the Fiscal Principal Paying Agent, deliver to the MTN Issuer and to its the successor Principal Paying Agent a copy, certified as true and up-to-date by an officer of the Fiscal Principal Paying Agent, of the records maintained by it in accordance with Clause 13 (Miscellaneous Duties of the Fiscal Agent)8; 18.7.4 (d) in the case of the RegistrarAgent Bank, deliver to the MTN Issuer and to its the successor Agent Bank a copy, certified as true and up-to-date by an officer of the Registrar, such Agent Bank of each of the Registers and other records maintained by it in accordance with Clause 15 (Miscellaneous Duties of the Registrar); and 18.7.5 in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12 10.3; and (Duties of the Transfer Agent); 18.7.6 as soon as reasonably practicable e) forthwith (upon payment to it of any amount due to it in accordance with Clause 15 11 or Clause 12.4) transfer all monies and papers (Miscellaneous Duties including any unissued Temporary Global Notes, Permanent Global Notes, Definitive Notes, Coupons or Talons) held by it hereunder to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. 13.7 Any corporation into which any Agent may be merged or converted, any corporation with which any Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Agent shall be a party, shall, to the extent permitted by applicable law, be the successor to such Agent as agent of the RegistrarMTN Issuer hereunder and in relation to the Notes without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to the MTN Issuer and the other parties hereto. 13.8 If any Agent decides to change its specified office (which may only be effected within the same city) or Clauseit shall give notice to the MTN Issuer and the Trustee (with a copy, if necessary, to the Principal Paying Agent) of the address of the new specified office stating the date on which such change is to take effect, which date shall be not less than thirty days after the date of such notice.

Changes in Agents. 18.1 14.1 Any Paying Agent, the Calculation Agent or and/or the Registrar may resign its appointment as the agent of the Issuer SEK in relation to the Instruments upon the expiration of not less than thirty 30 days' ’ notice to that effect by such Agent Paying Agent, Calculation Agent, or, as the case may be, the Registrar to the Issuer SEK (with a copy, if necessary, to the Fiscal Agent) ), provided that: 18.1.1 14.1.1 any such notice which would otherwise expire within thirty 30 days before or after the maturity date of any Series series of Instruments or any interest payment date in relation to any Series series of Instruments shall be deemed, in relation to such Series only, to expire on the thirtieth day following such date; and 18.1.2 14.1.2 in the case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom in Asia or, so long as any Instruments are listed on any stock exchangethe Hong Kong Stock Exchange, the Paying Agent or the Registrar with its specified office in London and/or in such other place as may be required by any such stock exchangeHong Kong, such resignation shall not be effective until a successor thereto as the agent of the Issuer SEK in relation to the Instruments has been appointed by the Issuer SEK or in accordance with Clause 18.6 14.5 and notice of such appointment has been given in accordance with Condition 19 (Notices)14. 18.2 The Issuer 14.2 SEK may revoke its appointment of any Paying Agent, Calculation Agent or Registrar or the Transfer Agent as its agent in relation to the Instruments by not less than thirty 30 days' ’ notice to that effect to such Paying Agent, Transfer Calculation Agent or, as the case may be, such Registrar provided that, in the case of the Fiscal Agent, the only remaining Paying Agent or Registrar with its specified office outside the United Kingdom or, in Asia or so long as any Instruments are listed on any stock exchangethe Hong Kong Stock Exchange, the Paying Agent or Registrar with its specified office in London and/or in such other place as may be required by any such stock exchangeHong Kong, such revocation shall not be effective until a successor thereto as the agent of the Issuer SEK in relation to the Instruments has been appointed by the Issuer SEK and notice of such appointment has been given in accordance with Condition 19 (Notices)14. 18.3 The Issuer may revoke its appointment of any Agent, Registrar or the Transfer Agent as their agent hereunder and/or in relation to any Series of Instruments if such paying agent, registrar or transfer agent is an FFI and does not become, or ceases to be, a Participating FFI. As at the date of this Agreement the Fiscal Agent is a Participating FFI. 18.4 14.3 The appointment of any Paying Agent or the Registrar as the agent of the Issuer SEK in relation to the Instruments shall terminate forthwith if any of the following events or circumstances shall occur or arise, namely: such Paying Agent or, as the case may be, the Registrar becomes incapable of acting; such Paying Agent or, as the case may be, the Registrar is adjudged bankrupt or insolvent; such Paying Agent or, as the case may be, the Registrar files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof; a resolution is passed or an order is made for the winding-up or dissolution of such Paying Agent or, as the case may be, the Registrar; , a receiver, administrator or other similar official of such Paying Agent or, as the case may be, the Registrar or of all or any substantial part of its property is appointed; an order of any court is entered approving any petition filed by or against such Paying Agent or, as the case may be, the Registrar under the provisions of any applicable bankruptcy or insolvency law; or any public officer takes charge or control of such Paying Agent or, as the case may be, the Registrar or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. 18.5 The Issuer 14.4 SEK may appoint substitute or additional agents in relation to the Instruments and shall forthwith notify the other parties hereto thereof, whereupon the parties hereto and such substitute or additional agents agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.6 14.5 If any Paying Agent, the Calculation Agent or the Registrar gives notice of its resignation in accordance with Clause 18.1 14.1 and by the tenth day before the expiration of such notice a successor to such Paying Agent, Calculation Agent or, as the case may be, the Registrar as the agent of the Issuer SEK in relation to the Instruments has not been appointed by the IssuerSEK, such Paying Agent, Calculation Agent or, as the case may be, the Registrar may itself, following such consultation with the Issuer SEK as may be practicable in the circumstances, appoint as its successor any reputable and experienced bank or financial institution and give notice of such appointment in accordance with Condition 19 (Notices)14, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. 18.7 14.6 Upon any resignation or revocation becoming effective under this Clause 1814, the relevant Paying Agent, Calculation Agent or, as the case may be, the Registrar shall: 18.7.1 14.6.1 be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to the provisions of Clause 16.3Clauses 12.3, Clause 17 (Terms of Appointment) 13 and this Clause 1814); 18.7.2 14.6.2 repay to the Issuer SEK such part of any fee paid to it in accordance with Clause 16.1 12.1 as shall relate to any period thereafter; 18.7.3 14.6.3 in the case of the Fiscal Agent, deliver to the Issuer SEK and to its successor a copy, certified as true and up-to-date by an officer of the Fiscal Agent, of the records maintained by it in accordance with Clause 13 (Miscellaneous Duties of the Fiscal Agent)9; 18.7.4 14.6.4 in the case of the Registrar, deliver to the Issuer SEK and to its successor a copy, certified as true and up-to-date by an officer of the Registrar, of each of the Registers and other records maintained by it in accordance with Clause 15 (Miscellaneous Duties of the Registrar)10; and 18.7.5 in the case of a Transfer Agent, deliver to the Issuer and to its successor a copy, certified as true and up-to-date by an officer of the Transfer Agent, the records maintained by it in accordance with Clause 12 (Duties of the Transfer Agent); 18.7.6 as soon as reasonably practicable 14.6.5 forthwith (upon payment to it of any amount due to it in accordance with Clause 15 12 or Clause 13.4) transfer all monies and papers (Miscellaneous Duties including any unissued Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments, Coupons or Registered Instruments held by it hereunder) to its successor in that capacity and, upon appropriate notice, provide reasonable assistance to such successor for the discharge by it of its duties and responsibilities hereunder. 14.7 Any corporation into which any Paying Agent, the Registrar) Calculation Agent or Clausethe Registrar may be merged or converted, any corporation with which any Paying Agent, the Calculation Agent or the Registrar may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Paying Agent, the Calculation Agent or the Registrar shall be a party, shall, to the extent permitted by applicable law, be the successor to such Paying Agent, Calculation Agent or, as the case may be, the Registrar as agent of SEK in relation to the Instruments without any further formality, whereupon the parties hereto and such successor agent shall thereafter have the same rights and obligations among them as would have been the case had they then entered into an agreement in the form mutatis mutandis of this Agreement. Notice of any such merger, conversion or consolidation shall forthwith be given by such successor to SEK and the other parties hereto. 14.8 The Fiscal Agent shall notify the CMU Service immediately upon the appointment of any successor or replacement Paying Agent.