Common use of PAYING AGENCY Clause in Contracts

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney and New York City. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required to be withheld or deducted by any applicable law. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable notify the Issuer by facsimile. The Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD Euros in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time"REDEMPTION ACCOUNT") on the second Business Day immediately prior to the date on which such payment is due. , provided always that, if any due date shall not be a Business Day, the Issuer shall make such transfer to the account of the Fiscal Agent on the next succeeding Business Day (for the purposes of this Clause 4, Business Day shall mean (x) a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney London and The City of New York Cityand (y) a day which is a TARGET business day). The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The If applicable, the Fiscal Agent shall be entitled will, from funds so received from the Issuer, credit to make the account of the Paying Agent the amounts of all such payments net made by it in accordance with the provisions of any taxes or other sums required to be withheld or deducted by any applicable lawthis Agreement. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable forthwith notify immediately the Issuer by facsimile. The telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s 's cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Paying Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD Yen in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time"REDEMPTION ACCOUNT") on the second Business Day immediately prior to the date on which such payment is due. , provided always that, if any due date shall not be a Business Day, the Issuer shall make such transfer to the account of the Fiscal Agent on the next succeeding Business Day (for the purposes of this Clause 4, Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney Tokyo and The City of New York CityYork. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The If applicable, the Fiscal Agent shall be entitled will, from funds so received from the Issuer, credit to make the account of the Paying Agent the amounts of all such payments net made by it in accordance with the provisions of any taxes or other sums required to be withheld or deducted by any applicable lawthis Agreement. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable forthwith notify immediately the Issuer by facsimile. The telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s 's cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Paying Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD Yen in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. , provided always that, if any due date shall not be a Business Day, the Issuer shall make such transfer to the account of the Fiscal Agent on the next succeeding Business Day (for the purposes of this Clause 4, Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney Tokyo and The City of New York CityYork. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The If applicable, the Fiscal Agent shall be entitled will, from funds so received from the Issuer, credit to make the account of the Paying Agent the amounts of all such payments net made by it in accordance with the provisions of any taxes or other sums required to be withheld or deducted by any applicable lawthis Agreement. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable forthwith notify immediately the Issuer by facsimile. The telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Paying Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD EUR in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney London and New York City. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required to be withheld or deducted by any applicable law. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable notify the Issuer by facsimile. The Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by (i) in the case of the International Global Notes, 10:00 am (London time) on the date on which such payment is due (or by such earlier time or day, but no earlier than the second Business Day immediately prior to the date on which such payment is due, as may be determined by the Fiscal Agent in its absolute discretion; if the Fiscal Agent determines in its absolute discretion that payment in accordance with this Clause 4.1(i) is required to be made earlier, it will provide the Issuer with no less than 21 days’ prior notice in writing of such requirement) and (ii) in the case of the DTC Global Notes, by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. “Business Day Day” shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney and New York City. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required to be withheld or deducted by any applicable law. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable notify the Issuer by facsimile. The Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD Canadian dollars in same-day funds, to such account at the Fiscal Agent in London or Canada as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks due as set forth in the Notes and foreign exchange markets settle payments and are open for general business in each of London, Sydney and New York CityConditions. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The If applicable, the Fiscal Agent shall be entitled will, from funds so received from the Issuer, credit to make the account of the Paying Agent the amounts of all such payments net made by it in accordance with the provisions of any taxes or other sums required to be withheld or deducted by any applicable lawthis Agreement. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. The Fiscal Agent, in coordination with CDS, shall procure tax forms required for exemption from withholding tax under the U.S. Internal Revenue Code. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable forthwith notify immediately the Issuer by facsimile. The telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to in accordance with instructions from the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Paying Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD Canadian dollars in same-day funds, to such account at the Fiscal Agent in London or Canada as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks due as set forth in the Notes and foreign exchange markets settle payments and are open for general business in each of London, Sydney and New York CityConditions. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The If applicable, the Fiscal Agent shall be entitled will, from funds so received from the Issuer, credit to make the account of the Paying Agent the amounts of all such payments net made by it in accordance with the provisions of any taxes or other sums required to be withheld or deducted by any applicable lawthis Agreement. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable forthwith notify immediately the Issuer by facsimile. The telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to in accordance with instructions from the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Paying Agent to make payment as stated above. 4.4 The Fiscal Agent shall be entitled to make payments net of any taxes or other sums require by applicable law to be deducted. 4.5 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 shall not hold such monies subject to the United Kingdom’s Financial Conduct Authority’s Client Money Rules, 4.4.4 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD NOK in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney Oslo and New York City. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required to be withheld or deducted by any applicable law. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable notify the Issuer by facsimile. The Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD JPY in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney Tokyo and New York City. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required to be withheld or deducted by any applicable law. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable notify the Issuer by facsimile. The Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of or any redemption price payable with respect to the Notes to the Fiscal AgentPaying Agents, in AUD British pounds sterling, in same-day funds, . The portion of such funds remitted to the London Paying Agent shall be remitted to such account at the Fiscal London Paying Agent in London as the Fiscal London Paying Agent may from time to time specify (the “"Redemption Account”) by 10:00 am (London time") on the second Business Day immediately prior to the date on which such payment is due. , provided always that, if any due date shall not be a Business Day, the Issuer shall make such transfer to the account of the London Paying Agent on the next succeeding Business Day (for purposes of this Agreement, the term "Business Day" shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business have the meaning ascribed to it in each of London, Sydney and New York Citythe Indenture). The Issuer hereby authorizes and directs the Fiscal London Paying Agent, from the amounts so paid to it, to make payment of the principal ofof or any redemption price payable with respect to, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal If applicable, the London Paying Agent shall be entitled will, from funds so received from the Issuer, credit to make the account of the London Paying Agent the amounts of all such payments net made by it in accordance with the provisions of any taxes or other sums required to be withheld or deducted by any applicable lawthis Agreement. The Issuer shall understands that it should confirm to the Fiscal London Paying Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. The London Paying Agent shall contact the Issuer not later than 10 Business Days before the respective due date with regard to such payment. The Redemption Account shall be free of charge. 4.2 If for any reason (other than negligence or willful misconduct on the Fiscal part of the London Paying Agent or its officers, employees or agents) the London Paying Agent does not receive unconditionally its full proportionate share of the full amount payable by the Issuer on the relevant due date in respect of all the outstanding outstanding, maturing or maturing redeemed Notes, the Fiscal London Paying Agent shall as soon as reasonably practicable forthwith notify immediately the Issuer by facsimile. The Fiscal telephone followed by facsimile and the London Paying Agent shall not be bound to make any payment of principal on or any redemption price payable with respect to, or interest in respect of on, the Notes until the Fiscal London Paying Agent has received to its order its full proportionate share of the full amount of the monies then due and payable in respect of all outstanding outstanding, maturing or maturing redeemed Notes, provided, however, that if the Fiscal London Paying Agent shall, in its discretion, make any payment of principal on or any redemption price payable with respect to or interest on the Notes on or after the due date therefor in respect of the Notes prior to its unconditional receipt of its full proportionate share of the full amount then due and payable in respect of all outstanding the Notes, the Issuer will promptly pay such amount to the Fiscal London Paying Agent and will compensate the Fiscal London Paying Agent at a rate equal to the Fiscal London Paying Agent’s 's cost of funding. 4.3 Out of the sums paid to the Fiscal London Paying Agent in respect of interest on and principal on or any redemption price payable with respect to the Notes, the Fiscal London Paying Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 6 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, supply such details as are required for the Fiscal London Paying Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal London Paying Agent: 4.4.1 shall not be entitled to exercise exercise, and to the extent permitted by law, hereby waives and releases with respect to such monies, any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon andthereon, 4.4.3 money held by it need not be segregated segregate such monies except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.and

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD Canadian dollars in same-day funds, to such account at the Fiscal Agent in London or Canada as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time"REDEMPTION ACCOUNT") on the second Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks due as set forth in the Notes and foreign exchange markets settle payments and are open for general business in each of London, Sydney and New York CityConditions. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The If applicable, the Fiscal Agent shall be entitled will, from funds so received from the Issuer, credit to make the account of the Paying Agent the amounts of all such payments net made by it in accordance with the provisions of any taxes or other sums required to be withheld or deducted by any applicable lawthis Agreement. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. The Fiscal Agent, in coordination with CDS, shall procure tax forms required for exemption from withholding tax under the U.S. Internal Revenue Code. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable forthwith notify immediately the Issuer by facsimile. The telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s 's cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to in accordance with instructions from the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Paying Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD NOK in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 11:00 am (London time) on the second Business Day immediately prior to the date on which such payment is duedue (or by such earlier time as may be determined by the Fiscal Agent in its absolute discretion). If the Fiscal Agent determines that payment in accordance with this provision is required to be made earlier than as stated herein, the Fiscal Agent shall provide the Issuer with not less than 21 Business Day’s notice in writing of such requirement. Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney Oslo and New York City. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required to be withheld or deducted by any applicable law. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable notify the Issuer by facsimile. The Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD NZ$ in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney Auckland, Wellington and New York City. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required to be withheld or deducted by any applicable law. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable notify the Issuer by facsimile. The Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Notes to the Fiscal Agent, in AUD NZ$ in same-day funds, to such account at the Fiscal Agent in London as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. Business xxx.Xxxxxxxx Day shall mean a day on which commercial banks and foreign exchange markets settle payments and are open for general business in each of London, Sydney Auckland, Wellington and New York City. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Notes on the due date for payment set forth in the Conditions and this Agreement. The Fiscal Agent shall be entitled to make payments net of any taxes or other sums required to be withheld or deducted by any applicable law. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Notes, the Fiscal Agent shall as soon as reasonably practicable notify the Issuer by facsimile. The Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Notes, the Fiscal Agent will make payment free of charge to the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA FSA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.

PAYING AGENCY. 4.1 The Issuer shall remit the funds necessary for the payment of interest on and principal of the Subordinated Notes to the Fiscal Agent, in AUD Canadian dollars in same-day funds, to such account at the Fiscal Agent in London or Canada as the Fiscal Agent may from time to time specify (the “Redemption Account”) by 10:00 am (London time) on the second Business Day immediately prior to the date on which such payment is due. Business Day shall mean a day on which commercial banks due as set forth in the Subordinated Notes and foreign exchange markets settle payments and are open for general business in each of London, Sydney and New York CityConditions. The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so paid to it, to make payment of the principal of, and interest on, the Subordinated Notes on the due date for payment set forth in the Conditions and this Agreement. The If applicable, the Fiscal Agent shall be entitled will, from funds so received from the Issuer, credit to make the account of the Paying Agent the amounts of all such payments net made by it in accordance with the provisions of any taxes or other sums required to be withheld or deducted by any applicable lawthis Agreement. The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London time) on the fourth second Business Day before the relevant date for such payment that it has issued irrevocable payment instructions for such payment to be made. 4.2 If for any reason the Fiscal Agent does not receive unconditionally the full amount payable by the Issuer on the relevant due date in respect of all the outstanding or maturing Subordinated Notes, the Fiscal Agent shall as soon as reasonably practicable forthwith notify immediately the Issuer by facsimile. The telephone followed by facsimile and the Fiscal Agent shall not be bound to make any payment of principal or interest in respect of the Subordinated Notes until the Fiscal Agent has received to its order the full amount of the monies then due and payable in respect of all outstanding or maturing Subordinated Notes, provided, however, that if the Fiscal Agent shall, in its discretion, make any payment of principal or interest on or after the due date therefor in respect of the Subordinated Notes prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Subordinated Notes, the Issuer will promptly pay such amount to the Fiscal Agent and will compensate the Fiscal Agent at a rate equal to the Fiscal Agent’s cost of funding. 4.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the Subordinated Notes, the Fiscal Agent will make payment free of charge to in accordance with instructions from the registered holder of the International Global Note and the DTC Global Note as stipulated in Clause 9 below, in the amounts specified in the Conditions. The Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply, such details as are required for the Fiscal Paying Agent to make payment as stated above. 4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent 4.4.1 shall not be entitled to exercise any lien, right of set-off or similar claim (including without limitation any claim arising from or relating to any other issue of securities by the Issuer), 4.4.2 shall not be required to account for interest thereon and 4.4.3 money held by it need not be segregated except as may be required by applicable law. Any funds held by the Fiscal Agent are held as banker and shall not be subject to the UK FCA Client Money Rules. Any payment by any Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. If any Paying Agent or the Registrar 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, duties, assessments or governmental charges, it shall give notice of that fact to the relevant Issuer and the Fiscal Agent as soon as it becomes aware of the compulsion to withhold or deduct. The Issuer acknowledges and agrees that any Agent may debit any amount available in any balance held for the Issuer and apply such amount in satisfaction of Taxes. Such Agent will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by an Agent, the Issuer acknowledges that such Agent may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from an Agent or any Authority. If Taxes are paid by an Agent or any of its affiliates, the Issuer agrees that it shall promptly reimburse such Agent for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. If an Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer.any