Dit prospectus is gemaakt voor de uitgifte van dit product en ... - Iex

The Agency Agreement may be amended by the Issuer and the Fiscal Agent, without the consent ofany Paying Agent, the Calculation Agent or any Holder, for the purpose of curing any ambiguity or ofcuring, correcting or supplementing any defective provision contained therein or in any manner whichthe Issuer and the Fiscal Agent may mutually deem necessary or desirable and which does notadversely affect the interests of the Holders.(c)Substitution of the Issuer(i)The Issuer or any previous substitute of the Issuer under this Condition may, and theNoteholders, Receiptholders and the Couponholders hereby irrevocably agree in advance thatthe Issuer or any previous substitute of the Issuer under this Condition may without anyfurther prior consent of any Noteholder at any time, substitute any company (incorporated inany country in the world) controlling, controlled by or under common control with, the Issueras the principal debtor in respect of the Notes or undertake its obligations in respect of theNotes through any of its branches (any such company or branch, the “Substitute Debtor”),provided that:(A)(B)(C)such documents shall be executed by the Substitute Debtor and the Issuer or anyprevious substitute as aforesaid as may be necessary to give full effect to thesubstitution (together the “Documents”) and (without limiting the generality of theforegoing) pursuant to which the Substitute Debtor shall undertake in favour of eachNoteholder to be bound by these Terms and Conditions and the provisions of theAgency Agreement as fully as if the Substitute Debtor had been named in the Notesand the Agency Agreement as the principal debtor in respect of the Notes in place ofthe Issuer or any previous substitute as aforesaid and pursuant to which the Issuershall irrevocably and unconditionally guarantee in favour of each Noteholder thepayment of all sums payable by the Substitute Debtor as such principal debtor (suchguarantee of the Issuer herein referred to as the “Substitution Guarantee”);the Documents shall contain a warranty and representation by the Substitute Debtorand the Issuer that (a) the Substitute Debtor and the Issuer have obtained all necessarygovernmental and regulatory approvals and consents for such substitution and for thegiving by the Issuer of the Substitution Guarantee in respect of the obligations of theSubstitute Debtor, that the Substitute Debtor has obtained all necessary governmentaland regulatory approvals and consents for the performance by the Substitute Debtorof its obligations pursuant to the Documents and that all such approvals and consentsare in full force and effect and (b) the obligations assumed by the Substitute Debtorand the Substitution Guarantee given by the Issuer are each valid and binding inaccordance with their respective terms and enforceable by each Noteholder and that,in the case of the Substitute Debtor undertaking its obligations with respect to theNotes through a branch, the Notes remain the valid and binding obligations of suchSubstitute Debtor; andCondition 14 shall be deemed to be amended so that it shall also be an Event ofDefault under the said Condition if the Substitution Guarantee shall cease to be validor binding on or enforceable against the Issuer.(ii)Upon the Documents becoming valid and binding obligations of the Substitute Debtor and theIssuer and subject to notice having been given in accordance with paragraph (iv) below, theSubstitute Debtor shall be deemed to be named in the Notes and Coupons as the principaldebtor in place of the Issuer as issuer (or of any previous substitute under these provisions)and the Notes and Coupons shall thereupon be deemed to be amended to give effect to thesubstitution. The execution of the Documents together with the notice referred to in paragraph225