Common use of NOTICE OF ANY WITHHOLDING OR DEDUCTION Clause in Contracts

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌ 8.1 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 8 (a) Applicable Law means any law or regulation including, but not limited to: (i) any statute or regulation; (ii) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (iii) any agreement between any Authorities; and (iv) any customary agreement between any Authority and any party; and (b) Authority means any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction. 8.2 If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes as contemplated by Condition 6, the Issuer shall give notice to the Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent such information as the Fiscal Agent shall require to enable it to comply with the requirement. 8.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by Applicable Law, in which event the Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌ 8.1 The Issuer or, as the case may be, the Guarantor shall notify the Issuing and Paying Agent in the event that it determines that any payment to be made by the Issuing and Paying Agent under the Notes of any Series is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s or, as the case may be, the Guarantor’s obligation under this Clause 10 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer (or, as the case may be, the Guarantor), the Series of Notes, or both. Each party (other than the Trustee) shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Series of Notes as that other party reasonably requests for the purposes of that other party's ’s compliance with Applicable Law applicable law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 10 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Lawapplicable law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 8 (a) Applicable Law means any law or regulation including10, but not limited to: “applicable law” shall be deemed to include (i) any statute or regulation; (ii) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (iiiii) any agreement between any Authorities; and (iviii) any customary agreement between any Authority and any party; and (b) Authority means any competent regulatory, prosecuting, tax or governmental authority in any jurisdictionparty that is customarily entered into by institutions of a similar nature. 8.2 If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes as contemplated by Condition 6, the Issuer shall give notice to the Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent such information as the Fiscal Agent shall require to enable it to comply with the requirement. 8.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by Applicable Law, in which event the Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌ 8.1 The Issuer or, as the case may be, the Guarantor shall notify the Agent in the event that it determines that any payment to be made by the Agent under the Bonds is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 9 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Bonds, or both. Each party (other than the Trustee) shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes Bonds as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law applicable law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 9 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Lawapplicable law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 8 (a) Applicable Law means any law or regulation including9, but not limited to: “applicable law” shall be deemed to include (i) any statute or regulation; (ii) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (iiiii) any agreement between any Authorities; and (iviii) any customary agreement between any Authority and any party; and (b) Authority means any competent regulatory, prosecuting, tax or governmental authority in any jurisdictionparty that is customarily entered into by institutions of a similar nature. 8.2 If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes as contemplated by Condition 6, the Issuer shall give notice to the Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent such information as the Fiscal Agent shall require to enable it to comply with the requirement. 8.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by Applicable Law, in which event the Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌ 8.1 9.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, it shall give notice of that fact to the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Principal Paying Agent and the Registrar such information as either of them shall require to enable it to comply with the requirement.‌ 9.2 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 9.2 to the extent that: (ia) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (iib) doing so would or might in the reasonable opinion of such party constitute a breach of any: (ai) Applicable Law; (bii) fiduciary duty; or (ciii) duty of confidentiality. For the purposes of this Clause 8 9.2, "Applicable Law" shall be deemed to include (a) Applicable Law means any law or regulation including, but not limited to: (i) any statute or regulation; (iiA) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (iiiB) any agreement between any Authorities; and (ivC) any customary agreement between any Authority and any party; and (b) Authority means party that is customarily entered into by institutions of a similar nature.‌ 9.3 If any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction. 8.2 If the Issuer Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 9.1 or by Condition 6virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, the Issuer it shall give notice of that fact to the Fiscal Issuer and the Principal Paying Agent as soon as it becomes aware of the requirement compulsion to make withhold or deduct. 9.4 The Issuer shall notify each Agent in the withholding or deduction event that it determines that any payment to be made by an Agent under this Agreement is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer's obligation under this Clause 9.4 shall give apply only to the Fiscal Agent extent that such information as payments are so treated by virtue of characteristics of the Fiscal Agent shall require to enable it to comply with Issuer, the requirement.Notes, or both.‌ 8.3 9.5 Notwithstanding any other provision of this Agreement, each Registrar or any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxesTax, duties, assessments or government charges if and only to the extent so required by Applicable Law, in which event the such Paying Agent or such Registrar (as applicable) shall make such payment after such deduction or withholding or deduction has been made and shall account to the relevant authorities Authority within the time allowed for the amount so deducted or withheld or deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 9.5.‌ 9.6 All payments by the Issuer under this Clause 9 shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in receipt by the relevant Agent of such amounts as would have been received by it if no such withholding had been required.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌ 8.1 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operationsoper ations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that (including any of the forms, documentation “know your customer” or other information provided by such party is (or becomes) inaccurate in any material respectsimilar checks); provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c( c ) duty of confidentiality. For purposes of this Clause 8 (a) Applicable Law means any law or regulation including, but not limited to: (i) any statute or regulation; (ii) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (iii) any agreement between any Authorities; and (iv) any customary agreement between any Authority and any party; and (b) Authority means any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction. 8.2 If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold w ithhold or deduct any amount for or on account of any taxes as contemplated by Condition 66 (including, in each case, any FATCA Withholding), the Issuer shall give notice to the Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent such information as the Fiscal Agent shall require to enable it to comply with the requirement. 8.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by Applicable Law, in which event the Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which w hic h case, the Issuer shall so account to the relevant Authority for such amount.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌ 8.1 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c( c ) duty of confidentiality. For purposes of this Clause 8 (a) Applicable Law means any law or regulation including, but not limited to: (i) any statute or regulation; (ii) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (iii) any agreement between any Authorities; and (iv) any customary agreement between any Authority and any party; and (b) Authority means any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction. 8.2 If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold w ithhold or deduct any amount for or on account of any taxes as contemplated by Condition 6, the Issuer shall give notice to the Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent such information as the Fiscal Fisc al Agent shall require to enable it to comply with the requirement. 8.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by Applicable Law, in which event the Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which w hic h case, the Issuer shall so account to the relevant Authority for such amount.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌ 8.1 9.1 Each party Party shall, within ten business days of a written request by another partyParty, supply to that other party Party such forms, documentation and other information relating to it, its operations, or the any Notes as that other party Party reasonably requests for the purposes of that other party's Party’s compliance with Applicable Law and shall notify the relevant other party Party as soon as reasonably promptly practicable in the event that it becomes aware that any of the forms, documentation or other information provided by such party Party is (or becomes) inaccurate in any material respect; provided, however, that no party Party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 9.1 to the extent that: : (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party Party and cannot be obtained by such party Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party Party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 8 (a) 9.1, “Applicable Law means any law or regulation including, but not limited toLaw” shall be deemed to include: (i) any statute or regulation; (ii) any rule or practice of any Authority by which any party Party is bound or with which it is accustomed to comply; (iiiii) any agreement between any Authorities; and (iviii) any customary agreement between any Authority and any party; and (b) Authority means any competent regulatory, prosecuting, tax or governmental authority in any jurisdictionParty that is customarily entered into by institutions of a similar nature. 8.2 If 9.2 The Issuer shall notify each Agent in writing in the Issuer is, in respect of event that it determines that any payment in respect to be made by an Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Clause 9.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, such Notes, compelled to withhold or deduct any amount for or on account of any taxes as contemplated by Condition 6, the Issuer shall give notice to the Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Fiscal Agent such information as the Fiscal Agent shall require to enable it to comply with the requirementboth. 8.3 9.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement any Notes for or on account of any present or future taxesTax, duties, assessments or government charges if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding or deduction has been made and shall account to the relevant authorities Authority within the time allowed for the amount so deducted or withheld or deducted, or, at its option, shall as soon as reasonably promptly practicable after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, the Agents shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such FATCA Withholding, which is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 9.3.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌ 8.1 9.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, it shall give notice of that fact to the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Principal Paying Agent and the Registrar such information as either of them shall require to enable it to comply with the requirement.‌ 9.2 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 9.2 to the extent that: (ia) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (iib) doing so would or might in the reasonable opinion of such party constitute a breach of any: (ai) Applicable Law; (bii) fiduciary duty; or (ciii) duty of confidentiality. For the purposes of this Clause 8 9.2, "Applicable Law" shall be deemed to include (a) Applicable Law means any law or regulation including, but not limited to: (i) any statute or regulation; (iiA) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (iiiB) any agreement between any Authorities; and (ivC) any customary agreement between any Authority and any party; and (b) Authority means party that is customarily entered into by institutions of a similar nature.‌ 9.3 If any competent regulatory, prosecuting, tax or governmental authority in any jurisdiction. 8.2 If the Issuer Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 9.1 or by Condition 6virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, the Issuer it shall give notice of that fact to the Fiscal Issuer and the Principal Paying Agent as soon as it becomes aware of the requirement compulsion to make withhold or deduct. 9.4 The Issuer shall notify each Agent in the withholding or deduction event that it determines that any payment to be made by an Agent under this Agreement is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the‌ relevant payment is so treated, provided, however, that the Issuer's obligation under this Clause 9.4 shall give apply only to the Fiscal Agent extent that such information as payments are so treated by virtue of characteristics of the Fiscal Agent shall require to enable it to comply with Issuer, the requirementNotes, or both. 8.3 9.5 Notwithstanding any other provision of this Agreement, each Registrar or any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxesTax, duties, assessments or government charges if and only to the extent so required by Applicable Law, in which event the such Paying Agent or such Registrar (as applicable) shall make such payment after such deduction or withholding or deduction has been made and shall account to the relevant authorities Authority within the time allowed for the amount so deducted or withheld or deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 9.5.‌ 9.6 All payments by the Issuer under this Clause 9 shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in receipt by the relevant Agent of such amounts as would have been received by it if no such withholding had been required.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌ 8.1 10.1 Each party to this Agreement (each a Party) shall, within ten business days (as defined in subclause 25.5) of a written request by another partyParty, supply to that other party Party such forms, documentation and other information relating to it, its operations, or the Notes Securities as that other party Party reasonably requests for the purposes of that other partyParty's compliance with Applicable Law and shall notify the relevant other party Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party Party is (or becomes) inaccurate in any material respect; provided, however, that no party Party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 clause 10.1 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party Party and cannot be obtained by such party Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such party Party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this Clause 8 clause 10: (a) Applicable Law means any law or regulation including, but not limited to: shall be deemed to include (i) any statute or regulation; (ii) any rule or practice of any Authority by which any party Party is bound or with which it is accustomed to comply; (iiiii) any agreement between any Authorities; and (iviii) any customary agreement between any Authority and any partyParty that is customarily entered into by institutions of a similar nature; and (b) Authority means any competent regulatory, prosecuting, tax Tax or governmental authority in any jurisdiction; and (c) Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax. 8.2 If 10.2 The Issuer or the Guarantor shall notify the Trustee and the Principal Paying Agent in the event that it determines that any payment to be made by the Trustee or a Paying Agent under the Securities is a payment which could be subject to FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s or the Guarantor’s obligation under this subclause 10.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer is, in respect of any payment in respect of or the Notes, compelled to withhold or deduct any amount for or on account of any taxes as contemplated by Condition 6Guarantor, the Issuer shall give notice to the Fiscal Agent Securities, or both and as soon as it becomes aware of the requirement to make the withholding or deduction and it shall give to the Fiscal Principal Paying Agent and the Trustee such information as the Fiscal Agent it shall require to enable it to comply with the requirementrequirements. 8.3 10.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxesTaxes, duties, assessments or government charges if and to the extent so required by Applicable Law, in which event the Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities Authority within the time allowed for the amount so withheld or deducted, deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, any FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this clause 10.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. ‌9.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, it shall give notice of that fact to the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Principal Paying Agent and the Registrar such information as either of them shall require to enable it to comply with the requirement. 8.1 9.2 Each party shall, within ten business days of a written request by another party, supply to that other party such forms, documentation and other information relating to it, its operations, or the Notes as that other party reasonably requests for the purposes of that other party's compliance with Applicable Law and shall notify the relevant other party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such party is (or becomes) inaccurate in any material respect; provided, however, that no party shall be required to provide any forms, documentation or other information pursuant to this Clause 8 9.2 to the extent that: (ia) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such party and cannot be obtained by such party using reasonable efforts; or (iib) doing so would or might in the reasonable opinion of such party constitute a breach of any: (ai) Applicable Law; (bii) fiduciary duty; or (ciii) duty of confidentiality. For the purposes of this Clause 8 9.2, "Applicable Law" shall be deemed to include (a) Applicable Law means any law or regulation including, but not limited to: (i) any statute or regulation; (iiA) any rule or practice of any Authority by which any party is bound or with which it is accustomed to comply; (iiiB) any agreement between any Authorities; and (ivC) any customary agreement between any Authority and any party; and (b) Authority means any competent regulatory, prosecuting, tax or governmental authority in any jurisdictionparty that is customarily entered into by institutions of a similar nature. 8.2 9.3 If the Issuer any Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 9.1 or by Condition 6virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, the Issuer it shall give notice of that fact to the Fiscal Issuer and the Principal Paying Agent as soon as it becomes aware of the requirement compulsion to make withhold or deduct. 9.4 The Issuer shall notify each Agent in the withholding or deduction event that it determines that any payment to be made by an Agent under this Agreement is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer's obligation under this Clause 9.4 shall give apply only to the Fiscal Agent extent that such information as payments are so treated by virtue of characteristics of the Fiscal Agent shall require to enable it to comply with Issuer, the requirementNotes, or both. 8.3 9.5 Notwithstanding any other provision of this Agreement, each Registrar or any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxesTax, duties, assessments or government charges if and only to the extent so required by Applicable Law, in which event the such Paying Agent or such Registrar (as applicable) shall make such payment after such deduction or withholding or deduction has been made and shall account to the relevant authorities Authority within the time allowed for the amount so deducted or withheld or deducted, or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 9.5. 9.6 All payments by the Issuer under this Clause 9 shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in receipt by the relevant Agent of such amounts as would have been received by it if no such withholding had been required.