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

NOTICE OF ANY WITHHOLDING OR DEDUCTION. 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 Party, supply to that other Party such forms, documentation and other information relating to it, its operations, or the Securities 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 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 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 10: (a) Applicable Law shall be deemed to include (i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature; (b) Authority means any competent regulatory, prosecuting, 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. 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 or the Guarantor, the Securities, or both and as soon as it becomes aware of the requirement to make the withholding or deduction it shall give to the Principal Paying Agent and the Trustee such information as it shall require to enable it to comply with the requirements. 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 Taxes, 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 Authority within the time allowed 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. 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. 10.1 8.1 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 operationsoper ations, or the Securities Notes 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 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 party shall be required to provide any forms, documentation or other information pursuant to this clause 10.1 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 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( c ) duty of confidentiality. For purposes of this clause 10: Clause 8 (a) Applicable Law shall be deemed to include 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 party is bound or with which it is accustomed to comply; (iiiii) any agreement between any Authorities; and (iiiiv) any customary agreement between any Authority and any Party that is customarily entered into by institutions of a similar natureparty; and (b) Authority means any competent regulatory, prosecuting, Tax tax or governmental authority in any jurisdiction; and (c) Tax means . 8.2 If the Issuer is, in respect of any present payment in respect of the Notes, compelled to w ithhold or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by deduct any amount for or on behalf account of any Authority having power to tax. 10.2 The Issuer or the Guarantor shall notify the Trustee and the Principal Paying Agent taxes as contemplated by Condition 6 (including, in the event that it determines that each case, 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 Issuer shall apply only give notice to the extent that such payments are so treated by virtue of characteristics of the Issuer or the Guarantor, the Securities, or both and Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction it and shall give to the Principal Paying Fiscal Agent and the Trustee such information as it the Fiscal Agent shall require to enable it to comply with the requirementsrequirement. 10.3 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 Taxespresent 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 Authority within the time allowed authorities 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 w hic h 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. 10.1 9.1 Each party to this Agreement (each a Party) Party shall, within ten business days (as defined in subclause 25.5) 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 Securities any Notes as that other Party reasonably requests for the purposes of that other Party's ’s compliance with Applicable Law and shall notify the relevant other 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 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 10.1 Clause 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 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 10: (a) Clause 9.1, “Applicable Law Law” shall be deemed to include include: (i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature; (b) Authority means any competent regulatory, prosecuting, 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. 10.2 9.2 The Issuer or the Guarantor shall notify the Trustee and the Principal Paying each Agent in writing in the event that it determines that any payment to be made by the Trustee or a Paying an Agent under the Securities 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 or the Guarantor’s obligation under this subclause 10.2 Clause 9.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer or the GuarantorIssuer, the Securitiessuch Notes, or both and as soon as it becomes aware of the requirement to make the withholding or deduction it shall give to the Principal Paying Agent and the Trustee such information as it shall require to enable it to comply with the requirementsboth. 10.3 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 TaxesTax, 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 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 Withholding, which is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this clause 10Clause 9.3.

NOTICE OF ANY WITHHOLDING OR DEDUCTION. 10.1 8.1 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 Securities Notes 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 10.1 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 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( c ) duty of confidentiality. For purposes of this clause 10: Clause 8 (a) Applicable Law shall be deemed to include 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 party is bound or with which it is accustomed to comply; (iiiii) any agreement between any Authorities; and (iiiiv) any customary agreement between any Authority and any Party that is customarily entered into by institutions of a similar natureparty; and (b) Authority means any competent regulatory, prosecuting, Tax tax or governmental authority in any jurisdiction; and (c) Tax means . 8.2 If the Issuer is, in respect of any present payment in respect of the Notes, compelled to w ithhold or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by deduct any amount for or on behalf account of any Authority having power to tax. 10.2 The taxes as contemplated by Condition 6, 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 give notice to the extent that such payments are so treated by virtue of characteristics of the Issuer or the Guarantor, the Securities, or both and Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction it and shall give to the Principal Paying Fiscal Agent and the Trustee such information as it the Fisc al Agent shall require to enable it to comply with the requirementsrequirement. 10.3 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 Taxespresent 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 Authority within the time allowed authorities 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 w hic h 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. 10.1 ‌ 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 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 Securities Notes 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 10.1 Clause 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 party and cannot be obtained by such Party party using reasonable efforts; or (iib) doing so would or might in the reasonable opinion of such Party party constitute a breach of any: (ai) Applicable Law; (bii) fiduciary duty; or (ciii) duty of confidentiality. For the purposes of this clause 10: (a) Clause 9.2, "Applicable Law Law" shall be deemed to include (iA) any rule or practice of any Authority by which any Party party is bound or with which it is accustomed to comply; (iiB) any agreement between any Authorities; and (iiiC) any agreement between any Authority and any Party party that is customarily entered into by institutions of a similar nature; (b) Authority means nature.‌ 9.3 If any competent regulatoryAgent is, prosecutingin respect of any payment of principal or interest in respect of the Notes, Tax compelled to withhold or governmental authority in deduct any jurisdiction; and (c) Tax means amount for or on account of any present or future taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 9.1 or by virtue of whatever nature imposedthe relevant holder failing to satisfy any certification or other requirement in respect of its Notes, levied, collected, withheld or assessed by or on behalf it shall give notice of any Authority having power that fact to tax. 10.2 The the Issuer or the Guarantor shall notify the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct. 9.4 The Issuer shall notify each Agent in the event that it determines that any payment to be made by the Trustee or a Paying an Agent under the Securities 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 the‌ relevant payment is so treated, provided, however, that the Issuer’s or the Guarantor’s 's obligation under this subclause 10.2 Clause 9.4 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer or the GuarantorIssuer, the SecuritiesNotes, or both and as soon as it becomes aware of the requirement to make the withholding or deduction it shall give to the Principal Paying Agent and the Trustee such information as it shall require to enable it to comply with the requirementsboth. 10.3 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 TaxesTax, 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 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, any FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this clause 10Clause 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. 10.1 ‌ 8.1 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 Securities Notes 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 10.1 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 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 10: Clause 8 (a) Applicable Law shall be deemed to include 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 party is bound or with which it is accustomed to comply; (iiiii) any agreement between any Authorities; and (iiiiv) any customary agreement between any Authority and any Party that is customarily entered into by institutions of a similar natureparty; and (b) Authority means any competent regulatory, prosecuting, Tax tax or governmental authority in any jurisdiction; and (c) Tax means . 8.2 If the Issuer is, in respect of any present payment in respect of the Notes, compelled to withhold or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by deduct any amount for or on behalf account of any Authority having power to tax. 10.2 The taxes as contemplated by Condition 6, 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 give notice to the extent that such payments are so treated by virtue of characteristics of the Issuer or the Guarantor, the Securities, or both and Fiscal Agent as soon as it becomes aware of the requirement to make the withholding or deduction it and shall give to the Principal Paying Fiscal Agent and the Trustee such information as it the Fiscal Agent shall require to enable it to comply with the requirementsrequirement. 10.3 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 Taxespresent 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 Authority within the time allowed authorities 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. 10.1 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 to this Agreement (each a Partyother than the Trustee) 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 Securities Bonds as that other Party party reasonably requests for the purposes of that other Partyparty's compliance with Applicable Law 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 10.1 Clause 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 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 Lawapplicable law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this clause 10: (a) Applicable Law Clause 9, “applicable law” shall be deemed to include (i) any rule or practice of any Authority by which any Party party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party party that is customarily entered into by institutions of a similar nature; (b) Authority means any competent regulatory, prosecuting, 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. 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 or the Guarantor, the Securities, or both and as soon as it becomes aware of the requirement to make the withholding or deduction it shall give to the Principal Paying Agent and the Trustee such information as it shall require to enable it to comply with the requirements. 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 Taxes, 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 Authority within the time allowed 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. 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. 10.1 ‌ 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 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 Securities Notes 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 10.1 Clause 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 party and cannot be obtained by such Party party using reasonable efforts; or (iib) doing so would or might in the reasonable opinion of such Party party constitute a breach of any: (ai) Applicable Law; (bii) fiduciary duty; or (ciii) duty of confidentiality. For the purposes of this clause 10: (a) Clause 9.2, "Applicable Law Law" shall be deemed to include (iA) any rule or practice of any Authority by which any Party party is bound or with which it is accustomed to comply; (iiB) any agreement between any Authorities; and (iiiC) any agreement between any Authority and any Party party that is customarily entered into by institutions of a similar nature; (b) Authority means nature.‌ 9.3 If any competent regulatoryAgent is, prosecutingin respect of any payment of principal or interest in respect of the Notes, Tax compelled to withhold or governmental authority in deduct any jurisdiction; and (c) Tax means amount for or on account of any present or future taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 9.1 or by virtue of whatever nature imposedthe relevant holder failing to satisfy any certification or other requirement in respect of its Notes, levied, collected, withheld or assessed by or on behalf it shall give notice of any Authority having power that fact to tax. 10.2 The the Issuer or the Guarantor shall notify the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct. 9.4 The Issuer shall notify each Agent in the event that it determines that any payment to be made by the Trustee or a Paying an Agent under the Securities 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 or the Guarantor’s 's obligation under this subclause 10.2 Clause 9.4 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer or the GuarantorIssuer, the SecuritiesNotes, or both and as soon as it becomes aware of the requirement to make the withholding or deduction it shall give to the Principal Paying Agent and the Trustee such information as it shall require to enable it to comply with the requirements.both.‌ 10.3 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 TaxesTax, 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 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, any FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this clause 10Clause 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. 10.1 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 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 Securities Notes 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 10.1 Clause 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 party and cannot be obtained by such Party party using reasonable efforts; or (iib) doing so would or might in the reasonable opinion of such Party party constitute a breach of any: (ai) Applicable Law; (bii) fiduciary duty; or (ciii) duty of confidentiality. For the purposes of this clause 10: (a) Clause 9.2, "Applicable Law Law" shall be deemed to include (iA) any rule or practice of any Authority by which any Party party is bound or with which it is accustomed to comply; (iiB) any agreement between any Authorities; and (iiiC) any agreement between any Authority and any Party party that is customarily entered into by institutions of a similar nature; (b) Authority means . 9.3 If any competent regulatoryAgent is, prosecutingin respect of any payment of principal or interest in respect of the Notes, Tax compelled to withhold or governmental authority in deduct any jurisdiction; and (c) Tax means amount for or on account of any present or future taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under Clause 9.1 or by virtue of whatever nature imposedthe relevant holder failing to satisfy any certification or other requirement in respect of its Notes, levied, collected, withheld or assessed by or on behalf it shall give notice of any Authority having power that fact to tax. 10.2 The the Issuer or the Guarantor shall notify the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct. 9.4 The Issuer shall notify each Agent in the event that it determines that any payment to be made by the Trustee or a Paying an Agent under the Securities 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 or the Guarantor’s 's obligation under this subclause 10.2 Clause 9.4 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer or the GuarantorIssuer, the SecuritiesNotes, or both and as soon as it becomes aware of the requirement to make the withholding or deduction it shall give to the Principal Paying Agent and the Trustee such information as it shall require to enable it to comply with the requirementsboth. 10.3 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 TaxesTax, 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 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, any FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this clause 10Clause 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. 10.1 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 to this Agreement (each a Partyother than the Trustee) 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 Securities Series of Notes as that other Party party reasonably requests for the purposes of that other Party's party’s compliance with Applicable Law 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 10.1 Clause 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 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 Lawapplicable law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this clause Clause 10: (a) Applicable Law , “applicable law” shall be deemed to include (i) any rule or practice of any Authority by which any Party party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party party that is customarily entered into by institutions of a similar nature; (b) Authority means any competent regulatory, prosecuting, 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. 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 or the Guarantor, the Securities, or both and as soon as it becomes aware of the requirement to make the withholding or deduction it shall give to the Principal Paying Agent and the Trustee such information as it shall require to enable it to comply with the requirements. 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 Taxes, 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 Authority within the time allowed 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. 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.