Common use of Payment to the Fiscal Agent Clause in Contracts

Payment to the Fiscal Agent. 4.1 The Issuer shall, by no later than 10.00 a.m. (New York City time) on the Business Day on which any payment of principal or interest in respect of any of the Notes becomes due under the Conditions, transfer to an account specified by the Fiscal Agent such amount of U.S. dollars as shall be sufficient for the purposes of the payment of principal or interest in same day funds. 4.2 The Issuer shall use its best endeavours to ensure that, before 10.00 a.m. (New York City time) on the second Business Day before each Interest Payment Date or the Maturity Date, as the case may be, the bank effecting payment to the Fiscal Agent confirms by authenticated SWIFT message to the Fiscal Agent the irrevocable payment instructions relating to such payment. 4.3 For the purposes of this Clause 4, Business Day means a day on which banks are open for business in London and New York City. 4.4 The Fiscal Agent shall as soon as reasonably practicable notify each of the other Agents and the Issuer if it has not received the confirmation referred to in Clause 4.2 by the time specified for its receipt unless it is satisfied that it will receive the amount referred to in Clause 4.1. 4.5 For the avoidance of doubt, the Paying Agents shall not have any obligation to make any payment of principal or interest in respect of the Notes to the Noteholders until the Fiscal Agent has received from the Issuer the full amount in U.S. dollars required for the relevant payment. 4.6 Without prejudice to Clause 4.5, if the Fiscal Agent makes a payment to Noteholders of principal or interest in respect of the Notes on or after the due date for such payment at a time at which the Fiscal Agent has not received payment in full in respect of the relevant Notes in accordance with Clause 4.1 (the excess of the amount so paid over the amounts so received being the Shortfall), the Issuer shall, in addition to paying the Fiscal Agent the amount due under Clause 4.1, pay to the Fiscal Agent on demand: (a) the Shortfall; and (b) interest (at a rate which represents the Fiscal Agent's cost of funding the Shortfall, as certified by the Fiscal Agent) on the Shortfall from the date on which the payment was made by the Fiscal Agent to Noteholders until the date of reimbursement by the Issuer to the Fiscal Agent of the Shortfall.

Payment to the Fiscal Agent. 4.1 The Issuer or, failing the Issuer, the Guarantor shall, by no later than 10.00 a.m. (New York City London time) on the Business Day day on which any payment of principal or principal, premium and/or interest in respect of any of the Notes becomes due under the Conditions, transfer to an account specified by the Fiscal Agent such amount of U.S. dollars EUR as shall be sufficient for the purposes of the such payment of principal or principal, premium and/or interest in same day immediately available funds. 4.2 The Issuer shall use its best endeavours to ensure that, before 10.00 a.m. (New York City time) on the second Business Day before each Interest Payment Date or the Maturity Dateor, as the case may be, the bank effecting Guarantor shall ensure that, before 10.00 a.m. (London time) on the second Business Day prior to each day on which any payment is to be made to the Fiscal Agent confirms by authenticated SWIFT message to under clause 4.1, the Fiscal Agent the shall receive a copy of an irrevocable payment instructions relating instruction to such payment. 4.3 the bank through which the payment is to be made. For the purposes of this Clause 4clause 4.2, Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in London the United States of America and New York CityUnited Kingdom. 4.3 Subject to the Fiscal Agent being satisfied in its sole discretion that payment will be duly made as provided in clause 4.1, the Fiscal Agent or the relevant Paying Agent shall pay or cause to be paid all amounts due in respect of the Notes on behalf of the Issuer in the manner provided in the Conditions. If any payment provided for in clause 4.1 is made late but otherwise in accordance with the provisions of this Agreement, the Fiscal Agent and each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. 4.4 The Fiscal Notwithstanding any other provision of this Agreement, each Paying Agent shall as soon as be entitled to make a withholding or deduction from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such Paying 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 practicable notify each of the other Agents and promptly after making such payment return to the Issuer if it has not received the confirmation referred to in Clause 4.2 by the time specified for its receipt unless it is satisfied that it will receive the amount referred so deducted or withheld, in which case, the Issuer shall so account to in Clause 4.1. 4.5 the relevant Authority for such amount. For the avoidance of doubt, the Paying Agents shall not have any obligation FATCA Withholding is a deduction or withholding which is deemed to make any payment of principal or interest in respect of the Notes to the Noteholders until the Fiscal Agent has received from the Issuer the full amount in U.S. dollars be required by Applicable Law for the relevant paymentpurposes of this clause 4. In this clause 4.4 and clauses 4.5 and 18.11, Applicable Law means any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction and 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. 4.6 Without prejudice to Clause 4.5, if the Fiscal Agent makes a payment to Noteholders of principal or interest in respect of the Notes on or after the due date for such payment at a time at which the Fiscal Agent has not received payment in full in respect of the relevant Notes in accordance with Clause 4.1 (the excess of the amount so paid over the amounts so received being the Shortfall), the Issuer shall, in addition to paying the Fiscal Agent the amount due under Clause 4.1, pay to the Fiscal Agent on demand: (a) the Shortfall; and (b) interest (at a rate which represents the Fiscal Agent's cost of funding the Shortfall, as certified by the Fiscal Agent) on the Shortfall from the date on which the payment was made by the Fiscal Agent to Noteholders until the date of reimbursement by the Issuer to the Fiscal Agent of the Shortfall.

Payment to the Fiscal Agent. 4.1 The Issuer or, failing the Issuer, the Guarantor shall, by no later than 10.00 a.m. (New York City Luxembourg time) on the Business Day day on which any payment of principal or and/or interest in respect of any of the Notes becomes due under the Conditions, transfer to an account specified by the Fiscal Agent Agent, which in all cases shall be an account maintained outside of the United States, such amount of U.S. dollars euro as shall be sufficient for the purposes of the such payment of principal or and/or interest in same day immediately available funds. 4.2 The Issuer shall use its best endeavours to ensure that, before 10.00 a.m. (New York City time) on the second Business Day before each Interest Payment Date or the Maturity Dateor, as the case may be, the bank effecting Guarantor shall ensure that, before 10.00 a.m. (Luxembourg time) on the second Business Day immediately prior to each day on which any payment is to be made to the Fiscal Agent confirms by authenticated SWIFT message to under subclause 4.1, the Fiscal Agent the shall receive a copy of an irrevocable payment instructions relating instruction to such payment. 4.3 the bank through which the payment is to be made. For the purposes of this Clause 4subclause 4.2, Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in London the Republic of Ireland, Bermuda and New York CityLuxembourg. 4.3 Subject to the Fiscal Agent being satisfied in its sole discretion that payment will be duly made as provided in clause 4.1, the Fiscal Agent or the relevant Paying Agent shall pay or cause to be paid all amounts due in respect of the Notes on behalf of the Issuer in the manner provided in the Conditions. If any payment provided for in clause 4.1 is made late but otherwise in accordance with the provisions of this Agreement, the Fiscal Agent and each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. 4.4 The If for any reason the Fiscal Agent considers in its sole discretion that the amounts to be received by the Fiscal Agent pursuant to clause 4.1 will be, or the amounts actually received by it pursuant thereto are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, the Fiscal Agent shall as soon as reasonably practicable then forthwith notify each of the other Agents Issuer and the Issuer if it Guarantor of such insufficiency and, until such time as the Fiscal Agent has not received the confirmation referred full amount of all such payments, neither the Fiscal Agent nor any Paying Agent shall be obliged to in Clause 4.2 by the time specified for its receipt unless it is satisfied that it will receive the amount referred to in Clause 4.1pay any such claims. 4.5 For the avoidance of doubt, the Paying Agents shall not have any obligation to make any payment of principal or interest in respect of the Notes to the Noteholders until the Fiscal Agent has received from been put in funds by the Issuer the full amount in U.S. dollars required for the relevant paymentIssuer. 4.6 Without prejudice to Clause 4.5, if the Fiscal Agent makes a payment to Noteholders of principal or interest in respect of the Notes on or after the due date for such payment at a time at which the Fiscal Agent has not received payment in full in respect of the relevant Notes in accordance with Clause 4.1 (the excess of the amount so paid over the amounts so received being the Shortfall), Should the Issuer shall, pay amounts in addition to paying the Fiscal Agent the amount due under Clause 4.1, pay EUR to the Fiscal Agent on demand: (a) prior to the Shortfall; and (b) interest (at a rate which represents date the amounts are due, the Fiscal Agent's cost Agent may request from the relevant Issuer or the Guarantor payment of funding the Shortfallinterest rates on such amounts, as certified by the Fiscal Agent) on the Shortfall from the date on which the payment was made by the Fiscal Agent they are paid to Noteholders until the date of reimbursement by on which they are due, at a percentage rate equal to the Issuer cost to the Fiscal Agent of funding the Shortfallamounts received in accordance with the applicable standard market interest rate.

Payment to the Fiscal Agent. 4.1 5.1 The Issuer shall, by no not later than 10.00 11.00 a.m. (New York City London time) on the Business Day each date on which any payment of principal or principal, premium and/or interest in respect of any of the Notes becomes due under the Conditions, unconditionally transfer to an account specified by the Fiscal Agent such amount of U.S. dollars euro as shall be sufficient for the purposes of the payment of principal or principal, premium and/or interest in same day immediately available funds. 4.2 5.2 The Issuer shall use its best endeavours to ensure that, before 10.00 a.m. (New York City time) on not later than the second London Business Day before each Interest Payment Date or immediately preceding the Maturity Date, as the case may be, the bank effecting date on which any payment is to be made to the Fiscal Agent confirms by authenticated SWIFT message pursuant to subclause 5.1, the Fiscal Agent the shall receive a copy of an irrevocable payment instructions relating instruction to such payment. 4.3 the bank through which the payment is to be made. For the purposes of this Clause 4subclause 5.2, London Business Day means a day on which banks are open for business in London and New York CityLondon. 4.4 5.3 If the Issuer determines in its sole discretion that any withholding for or on account of any Tax will be required by Applicable Law in connection with any payment due on any Notes, then the Issuer will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without such withholding or deduction provided that any such re-direction or reorganisation of any payment is made through a recognised institution of international standing and such payment is otherwise made in accordance with this Agreement. The Issuer will promptly notify the Fiscal Agent shall as soon as reasonably practicable notify each of the other Agents and the Issuer if it has not received the confirmation referred to in Clause 4.2 by the time specified for its receipt unless it is satisfied that it will receive the amount referred to in Clause 4.1. 4.5 any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a withholding or deduction which is deemed to be required by Applicable Law for the Paying Agents purposes of this clause 5.3. 5.4 Notwithstanding any other provision of this Agreement, each Agent shall not have any obligation be entitled to make a withholding or deduction from any payment of principal or interest in respect of which it makes under the Notes for or on account of any Tax, if and only to the Noteholders until extent so required by Applicable Law, in which event such Agent shall make such payment after such withholding or deduction has been made and shall account to the Fiscal Agent has received from 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 full amount in U.S. dollars required for the relevant payment. 4.6 Without prejudice to Clause 4.5, if the Fiscal Agent makes a payment to Noteholders of principal or interest in respect of the Notes on or after the due date for such payment at a time at which the Fiscal Agent has not received payment in full in respect of the relevant Notes in accordance with Clause 4.1 (the excess of the amount so paid over the amounts so received being the Shortfall)withheld or deducted, in which case, the Issuer shall, in addition to paying the Fiscal Agent the amount due under Clause 4.1, pay shall so account to the Fiscal Agent on demand: (a) relevant Authority for such amount. For the Shortfall; and (b) interest (at avoidance of doubt, FATCA Withholding is a rate withholding or deduction which represents is deemed to be required by Applicable Law for the Fiscal Agent's cost purposes of funding the Shortfall, as certified by the Fiscal Agent) on the Shortfall from the date on which the payment was made by the Fiscal Agent to Noteholders until the date of reimbursement by the Issuer to the Fiscal Agent of the Shortfallthis clause 5.4.

Payment to the Fiscal Agent. 4.1 The In order to provide for the payment of principal and interest in respect of the Notes of each Series as the same becomes due and payable, the Issuer shallshall pay to or to the order of the Fiscal Agent, on or before the date on which such payment becomes due, an amount in the relevant currency equal to the amount of principal or, as the case may be, interest falling due in respect of such Notes. 4.2 Each amount payable by no the Issuer under clause 4.1 shall be paid unconditionally by credit transfer and in immediately available, freely transferable, cleared funds not later than 10.00 a.m. (New York City time) in the relevant financial centre on the Business Day on which any payment of principal or interest in respect of any of the Notes becomes due under the Conditions, transfer relevant day to an such account specified by with such bank as the Fiscal Agent such amount of U.S. dollars as shall be sufficient has by notice to the Issuer specified for the purposes of the payment of principal or interest in same day funds. 4.2 purpose. The Issuer shall use its best endeavours to ensure thatshall, before 10.00 a.m. (New York City Luxembourg time) on the second Business Day before the due date of each Interest Payment Date or the Maturity Date, as the case may be, payment by it under clause 4.1 procure that the bank effecting payment to on its behalf notifies the Fiscal Agent confirms by facsimile or authenticated SWIFT message to the Fiscal Agent the of its irrevocable payment instructions relating to such paymentinstructions. 4.3 For The Fiscal Agent shall be entitled to deal with each amount paid to it hereunder in the purposes same manner as other amounts paid to it as a banker by its customers; provided, however, that: (a) it shall not exercise against the Issuer any lien, right of this Clause 4, Business Day means a day on which banks are open set off or similar claim in respect thereof; and (b) it shall not be liable to any person for business in London and New York Cityinterest thereon. 4.4 The Fiscal Agent shall as soon as reasonably practicable apply each amount properly paid to it hereunder in accordance with clauses 5 and 6 and shall not be obliged to repay any such amount unless the claim for the relevant payment becomes void under Condition 15 (Prescription), in which event it shall refund the relevant payment to the Issuer in the manner specified in clause 8. 4.5 The Fiscal Agent shall notify each of the other Paying Agents and the Issuer Registrar immediately: (a) if it has not received the confirmation referred to in Clause 4.2 by the time specified relevant date set out in clause 4.1 received unconditionally the full amount in the relevant currency required for its receipt unless the payment; and (b) if it is satisfied that it will receive receives unconditionally the full amount referred to in Clause 4.1. 4.5 For the avoidance of doubt, the Paying Agents shall not have any obligation to make any payment of principal or interest sum payable in respect of the Notes to the Noteholders until the Notes, Receipts or Coupons after that date. The Fiscal Agent has received from shall, at the Issuer expense of the full Issuer, immediately on receiving any amount as described in U.S. dollars required for the relevant paymentparagraph (b) above, cause notice of that receipt to be published under Condition 20 (Notices). 4.6 Without prejudice Unless it has received notice under clause 4.5 (a) each Paying Agent shall pay or cause to Clause 4.5, if the Fiscal Agent makes a payment to Noteholders of principal or interest be paid all amounts due in respect of the Notes on or after behalf of the due date Issuer in the manner provided for such in the Conditions. If any payment at a time at which provided for in clause 4.1 is made late but otherwise in accordance with the Fiscal provisions of this Agreement, the relevant Paying Agent has not received payment in full shall nonetheless make payments in respect of the relevant Notes in accordance with Clause 4.1 (the excess as stated above following receipt of the amount so paid over the amounts so received being the Shortfall), the Issuer shall, in addition to paying the Fiscal Agent the amount due under Clause 4.1, pay to the Fiscal Agent on demand: (a) the Shortfall; and (b) interest (at a rate which represents the Fiscal Agent's cost of funding the Shortfall, as certified such payment by the Fiscal Agent) on the Shortfall from the date on which the payment was made by the Fiscal Agent to Noteholders until the date of reimbursement by the Issuer to the Fiscal Agent of the Shortfallit.

Payment to the Fiscal Agent. ‌ 4.1 The Issuer shallshall use its best endeavours to ensure that, by no later than 10.00 a.m. 2.00 p.m. (New York City London time) on the Business Day on which any payment of principal or interest in respect of any of the Notes becomes due under the Conditions, transfer to an account specified by the Fiscal Agent such amount of U.S. dollars as shall be sufficient for the purposes of the payment of principal or interest in same day funds. 4.2 The Issuer shall use its best endeavours to ensure that, before 10.00 a.m. 2.00 p.m. (New York City timelocal time in the relevant financial centre of the payment) on the second Business Day before each Interest Payment Date or the Maturity Date, as the case may be, the bank effecting payment to the Fiscal Agent confirms by authenticated SWIFT or similar message to the Fiscal Agent the irrevocable payment instructions relating to such payment, which SWIFT message the Issuer agrees it shall not revoke. 4.3 If the Fiscal Agent receives cleared funds from the Issuer after the time for receipt of such cleared funds as specified in subclause 4.1, the Fiscal Agent shall use its best endeavours to pay the funds as soon as practicable thereafter. 4.4 For the purposes of this Clause clause 4, Business Day means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for business in London Istanbul and New York City. 4.4 The Fiscal Agent shall as soon as reasonably practicable notify each of the other Agents and the Issuer if it has not received the confirmation referred to in Clause 4.2 by the time specified for its receipt unless it is satisfied that it will receive the amount referred to in Clause 4.1London. 4.5 For the avoidance of doubt, the Paying Agents shall not have any obligation to make any payment of principal or interest in respect of the Notes to the Noteholders until the Fiscal Agent has received been put in cleared funds by the Issuer and has been able to identify or confirm receipt of those funds. 4.6 Each Party shall, within ten business days of a written request by another Party, supply to that other Party such forms, documentation and other information relating to it, its operations, or the Notes as that other Party reasonably requests for the purposes of that other Party's compliance with Applicable Law and shall notify the relevant other Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall be required to provide any forms, documentation or other information pursuant to this clause 4.6 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 4.6, “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. 4.7 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a withholding or deduction from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such 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 full amount so withheld or deducted, in U.S. dollars required for which case, the Issuer shall so account to the relevant paymentAuthority for such amount. 4.6 Without prejudice 4.8 If the Issuer determines in its sole discretion that any withholding or deduction for or on account of any Tax will be required by Applicable Law in connection with any payment due to Clause 4.5any Agent on the Notes, if then the Fiscal Agent makes a payment Issuer will be entitled to Noteholders of principal re-direct or interest in respect of the Notes on or after the due date for reorganise any such payment at in any way that it sees fit in order that the payment may be made without such withholding or deduction provided that any such re-directed or reorganised payment is made through a time at which the Fiscal Agent has not received recognised institution of international standing and such payment in full in respect of the relevant Notes is otherwise made in accordance with Clause 4.1 (the excess of the amount so paid over the amounts so received being the Shortfall), the this Agreement. The Issuer shall, in addition to paying the Fiscal Agent the amount due under Clause 4.1, pay to the Fiscal Agent on demand: (a) the Shortfall; and (b) interest (at a rate which represents the Fiscal Agent's cost of funding the Shortfall, as certified by the Fiscal Agent) on the Shortfall from the date on which the payment was made by the Fiscal Agent to Noteholders until the date of reimbursement by the Issuer to will promptly notify the Fiscal Agent of the Shortfallany such redirection or reorganisation.

Payment to the Fiscal Agent. ‌ 4.1 The Issuer shall, by no later than 10.00 a.m. (New York City time) on the Business Day on which any payment of principal or interest in respect of any of the Notes becomes due under the ConditionsConditions (and, in any event, unless agreed by the Fiscal Agent, no earlier than 10.00 a.m. (New York City time) five Business Days before the relevant payment date), transfer to an account specified by the Fiscal Agent such amount of U.S. dollars as shall be sufficient for the purposes of the payment of principal or interest in same day funds.funds.‌ 4.2 The Issuer shall use its best endeavours to ensure that, before 10.00 a.m. (New York City time) on the second Business Day before each Interest Payment Date or the Maturity Date, as the case may be, the bank effecting payment to the Fiscal Agent confirms by authenticated SWIFT message to the Fiscal Agent the irrevocable payment instructions relating to such payment.payment.‌ 4.3 For the purposes of this Clause 4, "Business Day Day" means a day on which banks are open for business in London and New York City. 4.4 The Fiscal Agent shall as soon as reasonably practicable notify each of the other Agents and the Issuer if it has not received the confirmation referred to in Clause 4.2 by the time specified for its receipt unless it is satisfied that it will receive the amount referred to in Clause 4.1. 4.5 For the avoidance of doubt, the Paying Agents shall not have any obligation to make any payment of principal or interest in respect of the Notes to the Noteholders until the Fiscal Agent has received from the Issuer the full amount in U.S. dollars required for the relevant payment.payment.‌ 4.6 Without prejudice to Clause 4.5, if the Fiscal Agent makes a payment to Noteholders of principal or interest in respect of the Notes on or after the due date for such payment at a time at which the Fiscal Agent has not received payment in full in respect of the relevant Notes in accordance with Clause Clause 4.1 (the excess of the amount so paid over the amounts so received being the "Shortfall"), the Issuer shall, in addition to paying the Fiscal Agent the amount due under Clause 4.1, pay to the Fiscal Agent on demand: (a) the Shortfall; and (b) interest (at a rate which represents the Fiscal Agent's cost of funding the Shortfall, as certified by the Fiscal Agent) on the Shortfall from the date on which the payment was made by the Fiscal Agent to Noteholders until the date of reimbursement by the Issuer to the Fiscal Agent of the Shortfall.