Common use of Payment without Withholding Clause in Contracts

Payment without Withholding. All payments of principal and interest in respect of the Notes by or on behalf of the Issuer will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature ("Taxes") imposed or levied by or on behalf of any Relevant Jurisdiction unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts of principal and interest as shall be necessary in order that the net amounts received by the holders of the Notes after such withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes in the absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Note: (a) presented for payment by or on behalf of a holder who is liable for Taxes in respect of the Note by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of the Note; or (b) where such withholding or deduction would not have been imposed but for the failure of the applicable holder or beneficial owner of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (a) such compliance is required by applicable law, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes and (b) such obligor shall have notified such recipient in writing that such recipient will be required to comply with such requirement; or (c) presented for payment in Turkey; or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder of the relevant Note would have been entitled to additional amounts on presenting the same for payment on the last day of the period of 30 days assuming that day to have been a Payment Business Day (as defined in Condition 7.4). Notwithstanding any other provision of these Conditions, in no event will the Issuer be required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) of the Code) or any law implementing an intergovernmental approach to FATCA. For the purposes of these Conditions:

Payment without Withholding. All payments of principal and interest in respect of on the Notes (including with respect to the Coupons, if any) by (or on behalf of of) the Issuer will shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, levies, assessments or governmental charges of whatever nature ("“Taxes"”) imposed imposed, assessed or levied by (or on behalf of of) any Relevant Jurisdiction unless the such withholding or deduction of the Taxes is required by law. In that such event, the Issuer will shall pay such additional amounts of principal and interest (“Additional Amounts”) as shall be necessary in order that the net amounts received by the holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts which that would have been receivable in respect of on the Notes (including with respect to the Coupons, if any) in the absence of the such withholding or deduction; except provided that no additional amounts Additional Amounts shall be payable in relation to any payment in respect of on any NoteNote or Coupon: (a) presented for payment by if the holder or on behalf of a holder who beneficial owner is liable for Taxes in respect of the Note or Coupon by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of the Note; orNote or Coupon or the receipt of payment in respect thereof, (b) where such withholding or deduction would not have been imposed but for the failure of the applicable holder or beneficial owner of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (a) such compliance is required by applicable law, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes and (b) such obligor shall have notified such recipient in writing that such recipient will be required to comply with such requirement; or (c) presented for payment in Turkey; Türkiye, or (dc) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder of the relevant Note or Coupon would have been entitled to additional amounts Additional Amounts on presenting the same for payment on the last day of the such 30 day period of 30 days (assuming that day to have been a Payment Business Day (as defined in Condition 7.4Day). Notwithstanding any other provision of these Conditions, in no event will any amounts to be paid on the Notes by or on behalf of the Issuer will be required to pay paid net of any additional amounts in respect of the Notes for, deduction or on account of, any withholding imposed or deduction required pursuant to FATCA (including pursuant to any an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or any law implementing an intergovernmental approach agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding Tax”). Neither the Issuer nor any other Person will be required to FATCA. For the purposes pay any Additional Amounts or other amounts in respect of these Conditions:any FATCA Withholding Tax.

Payment without Withholding. All payments of principal and interest in respect of the Notes Notes, the Receipts and the Coupons by or on behalf of the Issuer will shall be made free and clear of, and without withholding or deduction for or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature ("“Taxes"”) imposed or levied by or on behalf of any the Relevant Jurisdiction Jurisdiction, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts of principal and interest as shall may be necessary in order that the net amounts received by the holders of Noteholders, the Notes Receiptholders and Couponholders after such withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable received in respect of the Notes Notes, the Receipts or the Coupons in the absence of the such withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Note, Receipt or Coupon: (ai) presented for payment by, or by a third party on behalf of, the holder who is liable to such Taxes in respect of such Note, Receipt or Coupon by reason of it having some connection with the Relevant Jurisdiction other than a mere holding of the Note, the Receipt or the Coupon; or (ii) presented for payment in the Relevant Jurisdiction; or (iii) presented for payment by or on behalf of a holder of Notes, Receipts or Coupons who is liable for Taxes in respect would have been able to avoid such withholding or deduction by making a declaration or any other statement, including but not limited to, a declaration of the Note by reason of such holder having some connection with any Relevant Jurisdiction other than the mere holding of the Noteresidence or non- residence, but fails to do so; or (biv) where such withholding or deduction would not have been imposed but for the failure of the applicable holder or beneficial owner of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (a) such compliance is required by applicable law, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes and (b) such obligor shall have notified such recipient in writing that such recipient will be required to comply with such requirement; or (c) presented for payment in Turkey; or (d) presented for payment requested more than 30 days after the Relevant Date (as defined below) except to the extent that a holder of the relevant Note such Note, Receipt or Coupon would have been entitled to such additional amounts on presenting the same such payment Note, Receipt or Coupon for payment on the last day of the period of 30 days assuming that day days; or (v) in relation to any payment or deduction on principal, interest or other proceeds of any Note on account of imposta sostitutiva pursuant to Italian Legislative Decree No. 239 of 1 April 1996 (the “Decree No. 239”) or future similar law and any related implementing regulations (each as amended or supplemented from time to time); or (vi) in circumstances in which the formalities to obtain an exemption from imposta sostitutiva under Decree No. 239 have not been a Payment Business Day (as defined in Condition 7.4). Notwithstanding any other provision complied with, except where such formalities have not been complied with due to the actions or omissions of these Conditions, in no event will the Issuer be required to pay any additional amounts in respect of the Notes for, or on account of, any its agents; or (vii) where such withholding or deduction is required to be made pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) if the withholding is imposed under those rules as a result of the Code) or failure by any law implementing an intergovernmental approach person other than the Issuer to FATCA. For the purposes establish that they are able to receive payments free of these Conditions:such withholding.

Payment without Withholding. All payments of principal and interest in respect of the Notes by or on behalf of the Issuer will or the Guarantor and all payments made by PCCW or any of its Subsidiaries in respect of the inter-company loans of the proceeds of the offering of the Notes from the Issuer to PCCW or any of its Subsidiaries (collectively, the "Intercompany Loan") shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature ("Taxes") imposed or levied by or on behalf of any of the Relevant Jurisdiction Jurisdictions ("Taxes"), unless the such withholding or deduction of the Taxes is required by law. In that event, the Issuer Issuer, PCCW or such Subsidiary of PCCW (whether, the Guarantor, or another subsidiary of PCCW), as the case may be, will pay such additional amounts of principal and interest ("Additional Amounts") as shall may be necessary in order that the net amounts received by the holders of Noteholders and Couponholders or in connection with the Notes Intercompany Loan after such withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes Notes, the Coupons or in connection with the Intercompany Loan, as the case may be, in the absence of the such withholding or deduction; except that no additional amounts Additional Amounts shall be payable in relation to any payment in respect of any NoteNote or Coupon: (a) presented for payment by to, or to a third party on behalf of of, a holder who is liable for to the Taxes in respect of the Note or Coupon by reason of such holder his having some connection with any a Relevant Jurisdiction other than the mere holding of the NoteNote or Coupon or receiving principal or interest in respect thereof; or (b) where such withholding or deduction would not have been imposed but for the failure of the applicable holder or beneficial owner of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (a) such compliance is required by applicable law, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes and (b) such obligor shall have notified such recipient in writing that such recipient will be required to comply with such requirement; or (c) presented for payment in Turkey; or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder of the relevant Note would have been entitled to additional amounts Additional Amounts on presenting the same for payment on the last day of the such period of 30 days assuming that day to have been a Payment Business Day Presentation Date; or (as defined in Condition 7.4). Notwithstanding any other provision of these Conditions, in no event will the Issuer be required to pay any additional amounts in respect of the Notes for, or on account of, any c) where such withholding or deduction is imposed on a payment to an individual and is required pursuant to FATCA (including be made pursuant to any agreement described in Section 1471(b) European Union Directive on the taxation of savings implementing the conclusions of the Code) ECOFIN Council meeting of 26th to 27th November, 2000 or any law implementing an intergovernmental approach or complying with, or introduced in order to FATCA. For conform, to such Directive; or (d) presented for payment by or on behalf of a Noteholder or Couponholder who would have been able to avoid such withholding or deduction by presenting the purposes relevant Note or Coupon, as the case may be, to another Paying Agent in a European Union Member State; or (e) in respect of these Conditions:any such Taxes that would not have been so imposed, deducted or withheld if the holder or beneficial owner of a Note or the beneficial owner of any payment on such Note had (i) made a declaration of non-residence or any other claim or filing for exemption to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with a Relevant Jurisdiction of such holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of a Relevant Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of a Relevant Jurisdiction, the holder or the beneficial owner, as the case may be, of such Note at that time has been notified by the Issuer or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); or (f) in respect of any payment under or with respect to a Note to any holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment or Note would not have been entitled to such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note; or (g) in respect of any estate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge; or (h) any combination of items (a) through (g) above.

Payment without Withholding. (a) All payments of principal and interest in respect of the Notes by or on behalf of the Issuer will shall be made without withholding or deduction for for, or on account of of, any present or future taxes, duties, assessments or governmental charges of whatever nature ("“Withholding Taxes"”) imposed or levied by or on behalf of any Relevant Jurisdiction Jurisdiction, unless the withholding or deduction of the Withholding Taxes is required by law. If the Issuer believes that withholding or deduction for, or on account of any Withholding Taxes is, or may be, required by law, it may list the Notes on a recognised stock exchange (as such term is defined in section 841 of the Income and Corporation Taxes Act 1988 of the United Kingdom) in order to qualify for an exemption from withholding or deduction of such Withholding Taxes provided however that the Issuer’s right to list is not conditional on such withholding or deduction. In addition, the Issuer acknowledges that eventlisting shall be the sole responsibility of the Issuer and agrees that any listing document will not include references to the holders of Notes, unless the reference is required by any applicable law or regulation or the rules of the relevant recognised stock exchange. In the event that such withholding or deduction is required by law, the Issuer will pay such additional amounts of principal and interest (“Additional Sums”) as shall may be necessary in order that the net amounts received by the holders of the Notes after such the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes in the absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Note: (ai) presented for payment by to, or to a third party on behalf of of, a holder who would reasonably be able to avoid such withholding or deduction by satisfying any statutory requirements or by making a declaration of non-residence or by claiming relief under any relevant double taxation treaty or similar claim for exemption but fails or has failed to do so; (ii) where a Noteholder is liable for to the Withholding Taxes in respect of the Note by reason of such holder his having some connection with any Relevant Jurisdiction other than the mere holding of the Note; or; (biii) where such withholding or deduction would not have been imposed but for the failure of the applicable holder or beneficial owner of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (a) such compliance is required by applicable law, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes and (b) such obligor shall have notified such recipient in writing that such recipient will be required to comply with such requirement; or (c) presented claim for payment in Turkey; or (d) presented for payment is made more than 30 days after the Relevant Date (as defined below) Date; and except to the extent that a holder of the relevant Note Noteholder would have been entitled to additional amounts on presenting the same claiming for payment on the last day of the period of 30 days assuming that day to have been a Payment Business Day Day; (iv) where a payment on a Note is reduced as defined in Condition 7.4). Notwithstanding a result of any other provision of these Conditions, in no event will the Issuer be Withholding Taxes that are required to pay any additional amounts in respect of the Notes for, or on account of, any withholding or deduction required be paid pursuant to FATCA (including pursuant to any agreement described in Section 1471(b) the European Union Council Directive 2003/48/EC on the taxation of the Code) savings income or any law implementing an intergovernmental approach or complying with, or introduced to FATCA. For the purposes of these Conditions:conform to, such Directive.