Common use of PAYMENTS TO HOLDERS OF BEARER NOTES Clause in Contracts

PAYMENTS TO HOLDERS OF BEARER NOTES. 7.1 The Issuing and Paying Agent shall make payments of interest, principal or any other amount payable in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that: (a) if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt or Coupon is presented or surrendered for payment to the Issuing and Paying Agent and the Issuing and Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Issuing and Paying Agent shall as soon as reasonably practicable notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid; (b) the Issuing and Paying Agent shall not be obliged (but shall be entitled) to make such payments if it has not received, or is not satisfied that it will receive, the full amount of any payment due to it under clause 5.1; (c) the Issuing and Paying Agent shall cancel each Temporary Global Note, Permanent Global Note, Definitive Note (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon against surrender of which it has made full payment; and (d) in the case of any payment being made against presentation of a Temporary Global Note or a Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note against presentation of a Definitive Note without Receipts, the Issuing and Paying Agent shall note on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf. 7.2 The Issuing and Paying Agent shall not in respect of any Series of Notes to which this Agreement relates, exercise any lien, right of set off or similar claim against any person to whom it makes any payment under clause 7.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 7.3 If the Issuing and Paying Agent makes any payment in accordance with clause 7.1, in relation to any relevant Series of Notes, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under clause 5.1 an amount equal to the amount so paid by it. 7.4 If the Issuing and Paying Agent or any other Paying Agent makes a payment in respect of any Series of Notes at a time at which it has not received the full amount of the relevant payment due to it under clause 5.1, the Issuer shall from time to time on demand pay to the Issuing and Paying Agent: (a) the amount so paid out by the Issuing and Paying Agent or the relevant other Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which the Issuing and Paying Agent or the relevant other Paying Agent made such payment until the date of reimbursement of such amount, provided that any payment made under clause 7.4(a) above shall satisfy pro tanto the Issuer’s obligations under clause 5.1. 7.5 Interest shall accrue in relation to any relevant Series of Notes for the purpose of clause 7.4(b) (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount paid in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent per annum and the rate per annum specified by the Issuing and Paying Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount. 7.6 If at any time and for any reason the Issuing and Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon of a relevant Series of Notes surrendered for payment to it, the Issuing and Paying Agent shall endorse thereon (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment. 7.7 The Issuing and Paying Agent and each other Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.

PAYMENTS TO HOLDERS OF BEARER NOTES. 7.1 The Issuing and 5.1 Each Paying Agent acting through its specified office outside the United States, its territories and possessions shall make payments of interest, principal or any other amount payable and interest in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided ); provided, however, that: (a) if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt Bearer Note or Coupon is presented or surrendered for payment to the Issuing and any Paying Agent and the Issuing and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Issuing and such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid; (b) the Issuing and a Paying Agent shall not be obliged (but shall be entitled) to make such payments of principal or interest in respect of the Notes if it has not received, or is not satisfied able to establish that it will receive, the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under clause 5.14.1; (c) the Issuing and relevant Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note (and, in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it the relevant Note at the time of such redemption), Receipt or, as the case may be, ) and Coupon against surrender of which it has made full payment; and payment and shall (dif such Paying Agent is not the Fiscal Agent) deliver or procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note (together with, as aforesaid, such unmatured Coupons or unexchanged Talons as are attached to or surrendered with the relevant Notes), Coupon or Talon so cancelled by it to, or to the order of, the Fiscal Agent, and in the case of any full payment being made against presentation in respect of a an NGN Temporary Global Note or a an NGN Permanent Global Note or the Fiscal Agent shall instruct the Common Safekeeper to destroy the relevant Global Note; or (i) in the case of payment of an Instalment Amount in respect of an Instalment Note interest, principal or, as the case may be, other amount against presentation of a Definitive CGN Temporary Global Note without Receiptsor CGN Permanent Global Note, the Issuing and relevant Paying Agent shall note or procure that there is noted on the Schedule schedule thereto (or, in the absence of a Scheduleschedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining nominal amount of the relevant Note (which shall be the previous nominal amount less the principal which has then been paid) and shall procure the signature of such notation on its behalf; and (ii) in the case of an NGN Temporary Global Note or an NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Notes represented by such Global Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf). 7.2 The Issuing and 5.2 No Paying Agent shall not in respect of any Series of Notes to which this Agreement relates, exercise any lien, right of set set-off or similar claim against any person to whom it makes any payment under clause 7.1 5.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 7.3 5.3 If the Issuing and a Paying Agent makes any payment in accordance with clause 7.1, in relation to any relevant Series of Notes, 5.1: (a) it shall be entitled notify the Fiscal Agent of the amount so paid by it, the serial number of the relevant Temporary Global Note, Permanent Global Note or Definitive Bearer Note against presentation or surrender of which payment of principal or interest was made and the number of Coupons by maturity against which payment of interest was made; and (b) subject to, and to appropriate for its own account the extent of, compliance by the Issuer with clause 4.1 (whether or not at the due time), the Fiscal Agent shall pay to such Paying Agent out of the funds received by it from the Issuer Fiscal Agent under clause 5.1 4.1, by credit transfer and in immediately available, freely transferable, cleared funds to such account with such bank as such Paying Agent has by notice to the Fiscal Agent specified for the purpose, an amount equal to the amount so paid by itsuch Paying Agent. 7.4 5.4 If the Issuing and any Paying Agent or any other Paying Agent (including, for the avoidance of doubt, the Fiscal Agent) makes a payment in respect of any Series of the Notes at a time at which it the Fiscal Agent has not received the full amount of the relevant payment due to it under clause 5.14.1 and the Fiscal Agent is not able out of the funds received by it under clause 4.1 to reimburse such Paying Agent therefor, the Issuer shall from time to time on demand pay to the Issuing and Fiscal Agent for account of such Paying Agent: (a) the amount so paid out by the Issuing and Paying Agent or the relevant other such Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which the Issuing and Paying Agent or the relevant other such Paying Agent made such payment until the date of reimbursement of such amount, provided provided, however, that any payment made under clause 7.4(aparagraph (a) above shall satisfy pro tanto the Issuer’s 's obligations under clause 5.14.1. 7.5 5.5 Interest shall accrue in relation to any relevant Series of Notes for the purpose of clause 7.4(b5.4(b) (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an unpaid amount paid denominated in Sterlingsterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent cent. per annum and the rate per annum specified by the Issuing and relevant Paying Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount. 7.6 5.6 If at any time and for any reason the Issuing and a Paying Agent makes a partial payment in respect of any a Temporary Global Note, Permanent Global Note, Definitive Note Bearer Note, or Coupon of a relevant Series of Notes surrendered presented for payment to it, the Issuing and such Paying Agent shall endorse thereon shall: (and, a) in the case of an Instalment Note which is a Definitive CGN Temporary Global Note, on the relevant Receipt) CGN Permanent Global Note, Definitive Note or Coupon endorse thereon a statement indicating the amount and date of such payment; and (b) in the case of an NGN Temporary Global Note or an NGN Permanent Global Note, instruct the ICSDs (in accordance with the provisions of Schedule 9) to make appropriate entries in their respective records to reflect such partial payments. 7.7 The Issuing and Paying Agent and each other Paying Agent shall 5.7 If the Issuer determines in its sole discretion that it will be required to withhold or deduct any FATCA Withholding in connection with any payment due on any Notes, then the Issuer will be entitled to deduct re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding Tax, and shall have no obligation to grossprovided that any such re-up direction or reorganisation of any payment hereunder or to pay any additional amount as is made through a result recognised institution of international standing and such FATCA Withholding Taxpayment is otherwise made in accordance with this Agreement.

PAYMENTS TO HOLDERS OF BEARER NOTES. 7.1 The Issuing and 10.1 Each Paying Agent acting through its specified office shall make payments of interest, principal or any other or, as the case may be, redemption amount payable in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that: (a) if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt Bearer Note or Coupon is (if applicable) presented or surrendered for payment to the Issuing and any Paying Agent and the Issuing and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Issuing and such Paying Agent shall as soon as reasonably practicable notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid; (b) the Issuing and a Paying Agent shall not be obliged (but shall be entitled) to make such payments if it has not received, or is not satisfied able to establish that it will receive, the Fiscal Agent has received (whether or not at the due time) the full amount of any the relevant payment due to it under clause 5.1Clause 9.1; (c) the Issuing and each Paying Agent shall cancel each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon (in the case if applicable) against surrender of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with which it at the time of such redemption), Receipt has made full payment or, as the case may be, exchanged for a Permanent Global Note or Definitive Bearer Notes and shall, if necessary, deliver each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon against surrender so cancelled by it to the Fiscal Agent or in the case of which it has made full paymenta NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global Note; and (d) in the case of any payment being made against presentation of principal or, as the case may be, interest, the relevant Paying Agent shall: (i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note Note, against presentation of a Definitive CGN Temporary Global Note without Receiptsor a CGN Permanent Global Note, the Issuing and Paying Agent shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and (ii) in the case of a NGN Temporary Global Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf. 7.2 The Issuing and 10.2 A Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if: (a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or (b) in the case of any Series other Paying Agent it has been notified in accordance with Clause 9.5 that the records of Notes the ICSDs as to which this Agreement relatesamounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received. 10.3 None of the Paying Agents shall exercise any lien, right of set set-off or similar claim against any person to whom it makes any payment under clause 7.1 Clause 10.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 7.3 10.4 If a Paying Agent other than the Issuing and Paying Fiscal Agent makes any payment in accordance with clause 7.1Clause 10.1: (a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount was made and the number of Coupons by maturity against which payment of interest was made; and (b) subject to and to the extent of compliance by the Issuer with Clause 9.1 (whether or not at the due time), the Fiscal Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Xxxxxx 9.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Agent have specified for the purpose. 10.5 If the Fiscal Agent makes any payment in relation to any relevant Series of Notesaccordance with Clause 10.1, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under clause 5.1 Clause 9.1 an amount equal to the amount so paid by it. 7.4 10.6 If the Issuing and Paying Agent or any other Paying Agent makes a payment in respect of any Series of Bearer Notes at a time at which it the Fiscal Agent has not received the full amount of the relevant payment due to it under clause 5.1Clause 9.1 and the Fiscal Agent is not able out of the funds received by it under Clause 9.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 or appropriation under Clause 10.5), the Issuer shall from time to time on demand pay to the Issuing and Fiscal Agent for account of such Paying Agent: (a) the amount so paid out by the Issuing and Paying Agent or the relevant other such Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which the Issuing and Paying Agent or the relevant other such Paying Agent made such payment until the date of reimbursement of such amount, amount provided that any payment made under clause 7.4(aparagraph (a) above shall satisfy pro tanto the Issuer’s 's obligations under clause 5.1Clause 9.1. 7.5 10.7 Interest shall accrue in relation to any relevant Series of Notes for the purpose of clause 7.4(bparagraph (b) of Clause 10.6 (as well after as before judgmentjudgement) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount paid in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent per annum and the rate per annum specified by the Issuing and Paying Fiscal Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount. 7.6 10.8 If at any time and for any reason the Issuing and a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon of a relevant Series of Notes surrendered for payment to it, the Issuing and such Paying Agent shall endorse thereon (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment. 7.7 The Issuing and Paying Agent and each other Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.

PAYMENTS TO HOLDERS OF BEARER NOTES. 7.1 The Issuing and This Clause 9 shall not apply to Book-Entry Notes or Registered Notes. 9.1 Each Paying Agent (except the Portuguese Paying Agent) acting through its specified office shall make payments of interestinterest or, as the case may be, principal or any other amount payable in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that: (a) if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note, Receipt or Coupon is presented or surrendered for payment to the Issuing and any Paying Agent (other than the Portuguese Paying Agent) and the Issuing and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Issuing and such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer REN B.V. of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer REN B.V. and has received the amount to be so paid; (b) the Issuing and a Paying Agent shall not be obliged (but shall be entitled) to make such payments payments: (i) if it has not received, or is not satisfied able to establish that it will receive, the Issue and Paying Agent has received the full amount of any the relevant payment due to it under clause 5.1Clause 8.1; or (ii) if it has been notified by the Issue and Paying Agent that the relevant payment has not been received unless it is subsequently notified that such payment has been received; (c) the Issuing and each Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon against surrender of which it has made full paymentpayment and shall (if such Paying Agent is not the Issue and Paying Agent) deliver or procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note (together with as aforesaid), Receipt or Coupon so cancelled by it to or to the order of the Issue and Paying Agent; and (d) in the case of any payment being made of principal or, as the case may be, interest against presentation of a Temporary Global Note or a Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note against presentation of a Definitive Note without Receipts, the Issuing and relevant Paying Agent shall (i) where the Temporary Global Note or the Permanent Global Note is a CGN, note or procure that there is noted on the Schedule schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal nominal amount of the relevant Note (which shall be the previous principal nominal amount less the principal nominal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalfbehalf or (ii) in the case of any Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg, to make appropriate entries in their records to reflect such payment. 7.2 The Issuing and 9.2 None of the Paying Agent Agents shall not in respect of any Series of Notes to which this Agreement relates, exercise any lien, right of set off or similar claim against any person to whom it makes any payment under clause 7.1 Clause 9.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 7.3 9.3 If a Paying Agent other than the Issuing Issue and Paying Agent makes any payment in accordance with clause 7.1Clause 9.1: (a) it shall notify the Issue and Paying Agent of the amount so paid by it, the serial number of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against presentation or surrender of which payment of principal or interest was made and the number of Coupons by maturity against which payment of interest was made; and (b) subject to and to the extent of compliance by REN B.V. with Clause 8.1 (whether or not at the due time), the Issue and Paying Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause 8.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Issue and Paying Agent have specified for the purpose. 9.4 If the Issue and Paying Agent makes any payment in relation to any relevant Series of Notesaccordance with Clause 9.1, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under clause 5.1 Clause 8.1 an amount equal to the amount so paid by it. 7.4 9.5 If the Issuing and Paying Agent or any other Paying Agent makes a payment in respect of any Series of Bearer Notes at a time at which it the Issue and Paying Agent has not received the full amount of the relevant payment due to it under clause 5.1Clause 8.1, and the Issuer Issue and Paying Agent is not able out of the funds received by it under Clause 8.1 to reimburse such Paying Agent therefor (whether by payment under Clause 9.3 or appropriation under Clause 9.4), REN B.V. shall from time to time on demand pay to the Issuing Issue and Paying Agent for the account of such Paying Agent: (a) the amount so paid out by the Issuing and Paying Agent or the relevant other such Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which the Issuing and Paying Agent or the relevant other such Paying Agent made such payment until the date of reimbursement of such amount, provided that any payment made under clause 7.4(asubclause 9.5(a) above shall satisfy pro tanto the Issuer’s REN B.V.'s obligations under clause 5.1Clause 8.1. 7.5 9.6 Interest shall accrue in relation to any relevant Series of Notes for the purpose of clause 7.4(bsubclause 9.5(b) (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount paid in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent cent. per annum and the rate per annum specified by the Issuing and relevant Paying Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount. 7.6 9.7 If at any time and for any reason the Issuing and a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon of a relevant Series of Notes surrendered for payment to it, the Issuing and such Paying Agent shall (i), if the Temporary Global Note or the Permanent Global Note is a CGN, endorse thereon (and, in the case of an any Instalment Note which is a Definitive Bearer Note, on the relevant Receipt) a statement indicating the amount and date of such payment. 7.7 The Issuing payment or (ii) in the case of any Bearer Global Note in NGN form, inform the Issue and Paying Agent of such partial payment with a view for the Issue and each other Paying Agent shall be entitled to deduct FATCA Withholding Taxinstruct Euroclear and Clearstream, and shall have no obligation Luxembourg to gross-up any payment hereunder or make appropriate entries in their records to pay any additional amount as a result of reflect such FATCA Withholding Taxpayment.

PAYMENTS TO HOLDERS OF BEARER NOTES. 7.1 The Issuing and Each Paying Agent acting through its specified office shall make payments of interestinterest or, as the case may be, principal or any other amount payable in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that: (a) 7.1.1 if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt or Coupon is presented or surrendered for payment to the Issuing and any Paying Agent and the Issuing and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Issuing and such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid; (b) the Issuing and 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such payments payments: (a) in the case of the Principal Paying Agent, if it has not received, or is not satisfied that it will receive, the full amount of any payment due to it under clause 5.1Clause 6.1; (cb) in the case of any other Paying Agent: (i) if it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the Issuing and full amount of the relevant payment due to it under Clause 6.1; or (ii) if it has been notified in accordance with Clause 6.5 that the relevant payment has not been received unless it is subsequently notified that such payment has been received; 7.1.3 each Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Note (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon against surrender of which it has made full paymentpayment and shall (if such Paying Agent is not the Principal Paying Agent) deliver or procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Note (together with as aforesaid), Receipt or Coupon so cancelled by it to, or to the order of, the Principal Paying Agent; and (d) 7.1.4 in the case of any payment being made of principal or, as the case may be, interest against presentation of a Temporary Global Note or a Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note against presentation of a Definitive Note without Receipts, the Issuing and relevant Paying Agent shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf. 7.2 The Issuing and None of the Paying Agent Agents shall not in respect of any Series of Notes to which this Agreement relates, exercise any lien, right of set off or similar claim against any person to whom it makes any payment under clause Clause 7.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 7.3 If a Paying Agent other than the Issuing and Principal Paying Agent makes any payment in accordance with clause Clause 7.1 in relation to any relevant Series of Notes: 7.3.1 it shall notify the Principal Paying Agent of the amount so paid by it, the serial number of the Temporary Global Note, Permanent Global Note or Definitive Note against presentation or surrender of which payment of principal or interest was made and the number of Coupons by maturity against which payment of interest was made; and 7.3.2 subject to and to the extent of compliance by the Issuer with Clause 6.1 (whether or not at the due time), the Principal Paying Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause 6.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Principal Paying Agent have specified for the purpose. 7.4 If the Principal Paying Agent makes any payment in accordance with Clause 7.1, in relation to any relevant Series of Notes, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under clause 5.1 Clause 6.1 an amount equal to the amount so paid by it. 7.4 7.5 If the Issuing and any Paying Agent or any other (including the Principal Paying Agent Agent) makes a payment in respect of Bearer Notes in relation to any relevant Series of Notes Notes, at a time at which it the Principal Paying Agent has not received the full amount of the relevant payment due to it under clause 5.1Clause 6.1 (provided the Principal Paying Agent shall not be obliged under this Clause 7 to make any payments which have not been provided to it in cleared available funds), and the Principal Paying Agent is not able out of the funds received by it under Clause 6.1 to reimburse such Paying Agent (whether by payment under Clause 7.3 or appropriation under Clause 7.4) the Issuer shall from time to time on demand pay to the Issuing and Principal Paying Agent for the account of such Paying Agent (including the Principal Paying Agent:): (a) 7.5.1 the amount so paid out by the Issuing and Paying Agent or the relevant other such Paying Agent and not so reimbursed to it; and (b) 7.5.2 interest on such amount from the date on which the Issuing and Paying Agent or the relevant other such Paying Agent made such payment until the date of reimbursement of such amount, provided Provided that any payment made under clause 7.4(a) paragraph 7.5.1 above shall satisfy pro tanto the Issuer’s 's obligations under clause 5.1Clause 6.1. 7.5 7.6 Interest shall accrue in relation to any relevant Series of Notes for the purpose of clause 7.4(b) (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount paid in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent per annum and the rate per annum specified by the Issuing and Paying Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount. 7.6 If at any time and for any reason the Issuing and Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon of a relevant Series of Notes surrendered for payment to it, the Issuing and Paying Agent shall endorse thereon (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment. 7.7 The Issuing and Paying Agent and each other Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.Clause

PAYMENTS TO HOLDERS OF BEARER NOTES. 7.1 The Issuing and ‌ 10.1 Each Paying Agent acting through its specified office shall make payments of interest, principal or any other or, as the case may be, redemption amount payable in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that:that:‌ (a) if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt Bearer Note or Coupon is (if applicable) presented or surrendered for payment to the Issuing and any Paying Agent and the Issuing and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Issuing and such Paying Agent shall as soon as reasonably practicable notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid;paid;‌ (b) the Issuing and a Paying Agent shall not be obliged (but shall be entitled) to make such payments if it has not received, or is not satisfied able to establish that it will receive, the Fiscal Agent has received (whether or not at the due time) the full amount of any the relevant payment due to it under clause 5.1;Clause 9.1;‌ (c) the Issuing and each Paying Agent shall cancel each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon (in the case if applicable) against surrender of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with which it at the time of such redemption), Receipt has made full payment or, as the case may be, exchanged for a Permanent Global Note or Definitive Bearer Notes and shall, if necessary, deliver each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon against surrender so cancelled by it to the Fiscal Agent or in the case of which it has made full paymenta NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global Note; andand‌ (d) in the case of any payment being made against presentation of principal or, as the case may be, interest, the relevant Paying Agent shall: (i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note Note, against presentation of a Definitive CGN Temporary Global Note without Receiptsor a CGN Permanent Global Note, the Issuing and Paying Agent shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and (ii) in the case of a NGN Temporary Global Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf. 7.2 The Issuing and 10.2 A Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if: (a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or (b) in the case of any Series other Paying Agent it has been notified in accordance with Clause 9.5 that the records of Notes the ICSDs as to which this Agreement relatesamounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received. 10.3 None of the Paying Agents shall exercise any lien, right of set set-off or similar claim against any person to whom it makes any payment under clause 7.1 Clause 10.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 7.3 10.4 If a Paying Agent other than the Issuing and Paying Fiscal Agent makes any payment in accordance with clause 7.1Clause 10.1:‌ (a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount was made and the number of Coupons by maturity against which payment of interest was made; and (b) subject to and to the extent of compliance by the Issuer with Clause 9.1 (whether or not at the due time), the Fiscal Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause 9.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Agent have specified for the purpose. 10.5 If the Fiscal Agent makes any payment in relation to any relevant Series of Notesaccordance with Clause 10.1, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under clause 5.1 Clause 9.1 an amount equal to the amount so paid by it.it.‌ 7.4 10.6 If the Issuing and Paying Agent or any other Paying Agent makes a payment in respect of any Series of Bearer Notes at a time at which it the Fiscal Agent has not received the full amount of the relevant payment due to it under clause 5.1Clause 9.1 and the Fiscal Agent is not able out of the funds received by it under Clause 9.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 or appropriation under Clause 10.5), the Issuer shall from time to time on demand pay to the Issuing and Fiscal Agent for account of such Paying Agent:Agent:‌ (a) the amount so paid out by the Issuing and Paying Agent or the relevant other such Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which the Issuing and Paying Agent or the relevant other such Paying Agent made such payment until the date of reimbursement of such amount, amount provided that any payment made under clause 7.4(aparagraph (a) above shall satisfy pro tanto the Issuer’s 's obligations under clause 5.1Clause 9.1. 7.5 10.7 Interest shall accrue in relation to any relevant Series of Notes for the purpose of clause 7.4(bparagraph (b) of Clause 10.6 (as well after as before judgmentjudgement) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount paid in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent per annum and the rate per annum specified by the Issuing and Paying Fiscal Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount. 7.6 10.8 If at any time and for any reason the Issuing and a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon of a relevant Series of Notes surrendered for payment to it, the Issuing and such Paying Agent shall endorse thereon (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment. 7.7 The Issuing and Paying Agent and each other Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.

PAYMENTS TO HOLDERS OF BEARER NOTES. 7.1 The Issuing and Each Paying Agent acting through its specified office shall make payments of interestinterest or, as the case may be, principal or any other amount payable in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Series, Temporary Global Note or a Permanent Global Note, the terms thereof) provided that: (a) 7.1.1 if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt or Coupon is presented or surrendered for payment to the Issuing and any Paying Agent and the Issuing and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Issuing and such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid; (b) the Issuing and Paying 7.1.2 no Agent shall not be obliged (but shall be entitled) to make such payments if any payment until it has not received, or is not satisfied that it will receive, received and/or been able to confirm receipt of the full amount of any the relevant payment due to it under clause 5.1Clause 6.1; (c) the Issuing and 7.1.3 each Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Note (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon against surrender of which it has made full payment; andpayment and shall (if such Paying Agent is not the Principal Paying Agent) deliver or procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Note (together with as aforesaid), Receipt or Coupon so cancelled by it to or to the order of the Principal Paying Agent; (d) 7.1.4 in the case of any payment being made of principal or, as the case may be, interest against presentation of a Temporary Global Note or a Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note against presentation of a Definitive Note without Receipts, the Issuing and relevant Paying Agent shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount Principal Amount of the relevant Note (which shall be the previous principal amount Principal Amount less the principal amount Principal Amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and 7.1.5 notwithstanding any other provision of the Notes of any Series hereof, no payment with respect to interest, principal or premium payable, if any, on any Note of any Series may be made at the office of any Paying Agent in the United States and any otherwise allowable payment may be made only upon presentation and surrender at such office outside the United States of the Note of any Series, in the case of principal, or presentation of a Note of any Series or presentation and surrender of the applicable Coupon, Talon or Receipt, in the case of interest. 7.2 The Issuing and None of the Paying Agent shall not Agents, in respect of relation to any relevant Series of Notes to which this Agreement relates, shall exercise any lien, right of set set-off or similar claim against any person to whom it makes any payment under clause Clause 7.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. No monies held by any Agent need be segregated except as required by law. 7.3 If a Paying Agent other than the Issuing and Principal Paying Agent makes any payment in accordance with clause 7.1, Clause 7.1 in relation to any relevant Series of Notes: 7.3.1 it shall notify the Principal Paying Agent of the amount so paid by it, the serial number of the Definitive Note against presentation or surrender of which payment of principal or interest was made and the number of Coupons by maturity against which payment of interest was made; and 7.3.2 subject to and to the extent of compliance by the Issuer with Clause 6.1 (whether or not at the due time), the Principal Paying Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause 6.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Principal Paying Agent have specified for the purpose. 7.4 If the Principal Paying Agent makes any payment in accordance with Clause 7.1 in relation to any relevant Series of Notes it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under clause 5.1 Clause 6.1 an amount equal to the amount so paid by it. 7.4 7.5 If the Issuing and any Paying Agent or any other (including the Principal Paying Agent Agent) makes a payment in respect of Bearer Notes in relation to any relevant Series of Notes at a time at which it the Principal Paying Agent has not received the full amount of the relevant payment due to it under clause 5.1Clause 6.1, and the Principal Paying Agent is not able out of the funds received by it under Clause 6.1 to reimburse such Paying Agent therefor (whether by payment under Clause 7.3 or appropriation under Clause 7.4), the Issuer shall from time to time on demand pay to the Issuing and Principal Paying Agent for the account of such Paying Agent (including the Principal Paying Agent:): (a) 7.5.1 the amount so paid out by the Issuing and Paying Agent or the relevant other such Paying Agent and not so reimbursed to it; and (b) 7.5.2 interest on such amount from the date on which the Issuing and Paying Agent or the relevant other such Paying Agent made such payment until the date of reimbursement of such amount, provided that any payment made under clause 7.4(a) Clause 7.5.1 above shall satisfy pro tanto the Issuer’s 's obligations under clause 5.1Clause 6.1. 7.5 7.6 Interest shall accrue in relation to any relevant Series of Notes for the purpose of clause 7.4(b) (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount paid in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent per annum and the rate per annum specified by the Issuing and Paying Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount. 7.6 If at any time and for any reason the Issuing and Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon of a relevant Series of Notes surrendered for payment to it, the Issuing and Paying Agent shall endorse thereon (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment. 7.7 The Issuing and Paying Agent and each other Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.Clause

PAYMENTS TO HOLDERS OF BEARER NOTES. 7.1 The Issuing and 10.1 Each Paying Agent acting through its specified office shall make payments of interest, principal or any other or, as the case may be, redemption amount payable in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that: (a) if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt Bearer Note or Coupon is (if applicable) presented or surrendered for payment to the Issuing and any Paying Agent and the Issuing and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Issuing and such Paying Agent shall as soon as reasonably practicable notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid; (b) the Issuing and a Paying Agent shall not be obliged (but shall be entitled) to make such payments if it has not received, or is not satisfied able to establish that it will receive, the Fiscal Agent has received (whether or not at the due time) the full amount of any the relevant payment due to it under clause 5.1Clause 9.1; (c) the Issuing and each Paying Agent shall cancel each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon (in the case if applicable) against surrender of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with which it at the time of such redemption), Receipt has made full payment or, as the case may be, exchanged for a Permanent Global Note or Definitive Bearer Notes and shall, if necessary, deliver each Temporary Global Note, Permanent Global Note, Definitive Bearer Note and Coupon against surrender so cancelled by it to the Fiscal Agent or in the case of which it has made full paymenta NGN Temporary Global Note or a NGN Permanent Global Note procure that the Fiscal Agent (if applicable) instructs the Common Safekeeper to destroy the relevant global Note; and (d) in the case of any payment being made against presentation of principal or, as the case may be, interest, the relevant Paying Agent shall: (i) in the case of a CGN Temporary Global Note or a CGN Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note Note, against presentation of a Definitive CGN Temporary Global Note without Receiptsor a CGN Permanent Global Note, the Issuing and Paying Agent shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf; and (ii) in the case of a NGN Temporary Global Note or a NGN Permanent Global Note, instruct the ICSDs to make appropriate entries in their records to reflect the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf. 7.2 The Issuing and 10.2 A Paying Agent shall not make payments of principal or interest in respect of a NGN Temporary Global Note or a NGN Permanent Global Note, if: (a) in the case of the Fiscal Agent, it has not received confirmation from the ICSDs (in accordance with the provisions of Schedule 11 (Duties under the Issuer- ICSDs Agreement)) that the records of the ICSDs as to amounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date are identical; or (b) in the case of any Series other Paying Agent it has been notified in accordance with Clause 9.5 that the records of Notes the ICSDs as to which this Agreement relatesamounts payable on a relevant payment date and the records of the Fiscal Agent as to amounts payable on a relevant payment date has not been received, unless it is subsequently notified that such confirmation has been received. 10.3 None of the Paying Agents shall exercise any lien, right of set set-off or similar claim against any person to whom it makes any payment under clause 7.1 Clause 10.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 7.3 10.4 If a Paying Agent other than the Issuing and Paying Fiscal Agent makes any payment in accordance with clause 7.1Clause 10.1: (a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number (if any) of the Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon against (if applicable) presentation or surrender of which payment of principal or redemption amount was made and the number of Coupons by maturity against which payment of interest was made; and (b) subject to and to the extent of compliance by the Issuer with Clause 9.1 (whether or not at the due time), the Fiscal Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause 9.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Fiscal Agent have specified for the purpose. 10.5 If the Fiscal Agent makes any payment in relation to any relevant Series of Notesaccordance with Clause 10.1, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under clause 5.1 Clause 9.1 an amount equal to the amount so paid by it. 7.4 10.6 If the Issuing and Paying Agent or any other Paying Agent makes a payment in respect of any Series of Bearer Notes at a time at which it the Fiscal Agent has not received the full amount of the relevant payment due to it under clause 5.1Clause 9.1 and the Fiscal Agent is not able out of the funds received by it under Clause 9.1 to reimburse such Paying Agent therefor (whether by payment under Clause 10.4 or appropriation under Clause 10.5), the Issuer shall from time to time on demand pay to the Issuing and Fiscal Agent for account of such Paying Agent: (a) the amount so paid out by the Issuing and Paying Agent or the relevant other such Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which the Issuing and Paying Agent or the relevant other such Paying Agent made such payment until the date of reimbursement of such amount, amount provided that any payment made under clause 7.4(aparagraph (a) above shall satisfy pro tanto the Issuer’s 's obligations under clause 5.1Clause 9.1. 7.5 10.7 Interest shall accrue in relation to any relevant Series of Notes for the purpose of clause 7.4(bparagraph (b) of Clause 10.6 (as well after as before judgmentjudgement) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount paid in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent per annum and the rate per annum specified by the Issuing and Paying Fiscal Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount. 7.6 10.8 If at any time and for any reason the Issuing and a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon of a relevant Series of Notes surrendered for payment to it, the Issuing and such Paying Agent shall endorse thereon (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment. 7.7 The Issuing and Paying Agent and each other Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.

PAYMENTS TO HOLDERS OF BEARER NOTES. ‌ 7.1 The Issuing and Each Paying Agent acting through its specified office shall make payments of interestinterest or, as the case may be, principal or any other amount payable in respect of a relevant Series of Bearer Notes in accordance with the Conditions and Issuance Document applicable thereto (and, in the case of a relevant Temporary Global Note or a Permanent Global Note, the terms thereof) provided that:that:‌ (a) 7.1.1 if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt or Coupon is presented or surrendered for payment to the Issuing and any Paying Agent and the Issuing and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Issuing and such Paying Agent shall as soon as reasonably practicable forthwith notify the Issuer of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be so paid; (b) the Issuing and 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such payments payments: (a) in the case of the Principal Paying Agent, if it has not received, or is not satisfied that it will receive, the full amount of any payment due to it under clause 5.1Clause 6.1; (cb) in the case of any other Paying Agent: (i) if it is not able to establish that the Principal Paying Agent has received (whether or not at the due time) the Issuing and full amount of the relevant payment due to it under Clause 6.1; or (ii) if it has been notified in accordance with Clause 6.5 that the relevant payment has not been received unless it is subsequently notified that such payment has been received; 7.1.3 each Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Note (in the case of early redemption, together with such unmatured Receipts or Coupons or unexchanged Talons as are attached to or are surrendered with it at the time of such redemption), Receipt or, as the case may be, Coupon against surrender of which it has made full paymentpayment and shall (if such Paying Agent is not the Principal Paying Agent) deliver or procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Note (together with as aforesaid), Receipt or Coupon so cancelled by it to, or to the order of, the Principal Paying Agent; and (d) 7.1.4 in the case of any payment being made of principal or, as the case may be, interest against presentation of a Temporary Global Note or a Permanent Global Note or in the case of payment of an Instalment Amount in respect of an Instalment Note against presentation of a Definitive Note without Receipts, the Issuing and relevant Paying Agent shall note or procure that there is noted on the Schedule thereto (or, in the absence of a Schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal amount in respect of which payment has then been paid) and shall procure the signature of such notation on its behalf. 7.2 The Issuing and None of the Paying Agent Agents shall not in respect of any Series of Notes to which this Agreement relates, exercise any lien, right of set off or similar claim against any person to whom it makes any payment under clause Clause 7.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 7.3 If a Paying Agent other than the Issuing and Principal Paying Agent makes any payment in accordance with clause Clause 7.1 in relation to any relevant Series of Notes:‌ 7.3.1 it shall notify the Principal Paying Agent of the amount so paid by it, the serial number of the Temporary Global Note, Permanent Global Note or Definitive Note against presentation or surrender of which payment of principal or interest was made and the number of Coupons by maturity against which payment of interest was made; and 7.3.2 subject to and to the extent of compliance by the Issuer with Clause 6.1 (whether or not at the due time), the Principal Paying Agent shall reimburse such Paying Agent for the amount so paid by it by payment out of the funds received by it under Clause 6.1 of an amount equal to the amount so paid by it by paying the same by credit transfer to such account with such bank as such Paying Agent may by notice to the Principal Paying Agent have specified for the purpose. 7.4 If the Principal Paying Agent makes any payment in accordance with Clause 7.1, in relation to any relevant Series of Notes, it shall be entitled to appropriate for its own account out of the funds received by it from the Issuer under clause 5.1 Clause 6.1 an amount equal to the amount so paid by it.it.‌ 7.4 7.5 If the Issuing and any Paying Agent or any other (including the Principal Paying Agent Agent) makes a payment in respect of Bearer Notes in relation to any relevant Series of Notes Notes, at a time at which it the Principal Paying Agent has not received the full amount of the relevant payment due to it under clause 5.1Clause 6.1 (provided the Principal Paying Agent shall not be obliged under this Clause 7 to make any payments which have not been provided to it in cleared available funds), and the Principal Paying Agent is not able out of the funds received by it under Clause 6.1 to reimburse such Paying Agent (whether by payment under Clause 7.3 or appropriation under Clause 7.4) the Issuer shall from time to time on demand pay to the Issuing and Principal Paying Agent for the account of such Paying Agent (including the Principal Paying Agent:): (a) 7.5.1 the amount so paid out by the Issuing and Paying Agent or the relevant other such Paying Agent and not so reimbursed to it; andand‌ (b) 7.5.2 interest on such amount from the date on which the Issuing and Paying Agent or the relevant other such Paying Agent made such payment until the date of reimbursement of such amount, provided amount,‌ Provided that any payment made under clause 7.4(a) paragraph 7.5.1 above shall satisfy pro tanto the Issuer’s 's obligations under clause 5.1Clause 6.1. 7.5 7.6 Interest shall accrue in relation to any relevant Series of Notes for the purpose of clause 7.4(b) Clause 7.5.2 (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an amount paid in Sterling) and the actual number of days elapsed and at the rate per annum which is the aggregate of one per cent cent. per annum and the rate per annum specified by the Issuing and Principal Paying Agent as reflecting its (or the relevant Paying Agent’s) cost of funds for the time being in relation to the unpaid amount. 7.6 7.7 If at any time and for any reason the Issuing and a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon of a relevant Series of Notes surrendered for payment to it, the Issuing and such Paying Agent shall endorse thereon (and, in the case of an Instalment Note which is a Definitive Note, on the relevant Receipt) a statement indicating the amount and date of such payment. 7.7 The Issuing and Paying Agent and each other 7.8 A Paying Agent shall be entitled to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.