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

PAYMENTS TO HOLDERS OF BEARER NOTES. 8.1 The Principal Paying Agent shall ensure that payments of both principal and interest in respect of Temporary Global Notes representing a Tranche subject to TEFRA D selling restrictions will be made only to the extent that certification of non-U.S. beneficial ownership as required by U.S. securities laws and U.S. Treasury regulations (in the form set out in the Temporary Global Notes) has been received from the relevant clearing system in accordance with the terms thereof. 8.2 Each 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 subclause 7.1 is made late but otherwise in accordance with the provisions of this Agreement, each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. 8.3 If for any reason (other than negligence, wilful default or bad faith on the part of the Principal Paying Agent or its officers, employees or agents) the amounts received by the Principal Paying Agent pursuant to subclause 7.1 are insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, no Paying Agent shall be obliged to pay any such claims until the Principal Paying Agent has received or had made available to its order the full amount of all such payments. 8.4 Without prejudice to subclauses 8.1 and 8.2, if the Principal Paying Agent pays any amounts to the holders of Notes or Coupons or to any other Paying Agent at a time when it has not received payment in full in respect of the relevant Notes in accordance with subclause 7.1 (the excess of the amounts so paid over the amounts so received being the Shortfall), the Issuer will, in addition to paying amounts due under subclause 7.1, pay to the Principal Paying Agent on demand interest (at a rate which represents the Principal Paying Agent's cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Principal Paying Agent of the Shortfall which receipt shall satisfy pro tanto the Issuer's obligations under subclause 7.1. 8.5 Whilst any Notes are represented by Bearer Global Notes, all payments due in respect of such Notes shall be made to, or to the order of, the holder of the Bearer Global Notes, subject to and in accordance with the provisions of the Bearer Global Notes. On the occasion of each payment, (a) in the case of a Global Note which is a CGN, the Paying Agent to which the Bearer Global Note was presented for the purpose of making such payment shall cause the appropriate Schedule to the relevant Bearer Global Note to be annotated so as to evidence the amounts and dates of such payments of principal and/or interest as applicable or (b) in the case of any Global Note which is a NGN, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment. 8.6 If the amount of principal and/or interest then due for payment is not paid in full (otherwise than by reason of a deduction required by law to be made or by reason of a FATCA Withholding), (a) the Paying Agent to which a Bearer Note is presented for the purpose of making such payment shall, unless the Note is an NGN make a record of such shortfall on the Bearer Note and such record shall, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made or (b) in the case of any Global Note which is an NGN, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such shortfall in payment. 8.7 If the Issuer determines in its sole discretion that withholding for or on account of any Tax will be required by Applicable law in connection with any payment due to any of the Agents 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 deductions or withholding, 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 and the Trust Deed. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganisation.

PAYMENTS TO HOLDERS OF BEARER NOTES. 8.1 The Principal 7.1 Each Paying Agent acting through its specified office shall ensure that make payments of both interest or, as the case may be, principal and interest in respect of Temporary Global Bearer Notes representing a Tranche subject to TEFRA D selling restrictions will be made only to the extent that certification of non-U.S. beneficial ownership as required by U.S. securities laws and U.S. Treasury regulations (in the form set out in the Temporary Global Notes) has been received from the relevant clearing system in accordance with the Terms and Conditions applicable thereto (and, in the case of a Temporary Global Note or a Permanent Global Note, the terms thereof.) Provided that: 8.2 Each (a) if any Temporary Global Note, Permanent Global Note, Definitive Note, Receipt or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall pay forthwith notify the Issuer of such presentation or cause surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be paid all amounts so paid; (b) a Paying Agent shall not be obliged (but shall be entitled) to make such payments: (i) if it is not able to establish that the Fiscal Agent has received (whether or not at the due in respect time) the full amount of the Notes on behalf of the Issuer in the manner provided in the Conditions. If any relevant payment provided for in subclause 7.1 is made late but otherwise due to it under Clause 6.1; or (ii) if it has been notified in accordance with Clause 6.5 that the provisions of this Agreement, relevant payment instructions have not been received unless it is subsequently notified that such payment instructions have been received; (c) each Paying Agent shall nevertheless make payments 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 and shall (if such Paying Agent is not the Fiscal 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 the Fiscal Agent and, in the case of full payment in respect of a Temporary Global Note or Permanent Global Note in NGN form, the Notes as aforesaid following receipt by it of such payment. 8.3 If for any reason (other than negligence, wilful default or bad faith on the part of the Principal Paying Agent shall instruct the Common Safekeeper to destroy the relevant Global Note; and (d) in the case of payment of principal or, as the case may be, interest against presentation of a Temporary Global Note or its officers, employees a Permanent Global Note or agents) in the amounts received by the Principal Paying Agent pursuant to subclause 7.1 are insufficient to satisfy all claims case of payment of an Instalment Amount in respect of all payments then falling due in respect an Instalment Note against presentation of a Definitive Note without Receipts, the Notes, no relevant Paying Agent shall be obliged to pay any such claims until the Principal Paying Agent has received or had made available to its order the full amount of all such payments. 8.4 Without prejudice to subclauses 8.1 and 8.2, if the Principal Paying Agent pays any amounts to the holders of Notes or Coupons or to any other Paying Agent at a time when it has not received payment in full in respect of the relevant Notes in accordance with subclause 7.1 shall: (the excess of the amounts so paid over the amounts so received being the Shortfall), the Issuer will, in addition to paying amounts due under subclause 7.1, pay to the Principal Paying Agent on demand interest (at a rate which represents the Principal Paying Agent's cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Principal Paying Agent of the Shortfall which receipt shall satisfy pro tanto the Issuer's obligations under subclause 7.1. 8.5 Whilst any Notes are represented by Bearer Global Notes, all payments due in respect of such Notes shall be made to, or to the order of, the holder of the Bearer Global Notes, subject to and in accordance with the provisions of the Bearer Global Notes. On the occasion of each payment, (aA) in the case of a Temporary Global Note which or a Permanent Global Note not in NGN form note or procure that there is noted on the Schedule thereto (or, in the absence of a CGNSchedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the Paying Agent to which the Bearer Global Note was presented for the purpose remaining principal amount of making such payment shall cause the appropriate Schedule to the relevant Bearer Global Note to (which shall be annotated so as to evidence the amounts previous principal amount less the principal amount in respect of which payment has then been paid) and dates shall procure the signature of such payments of principal and/or interest as applicable or notation on its behalf, and (bB) in the case of any a Temporary Global Note which is or a NGNPermanent Global Note in NGN form, instruct the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg ICSDs to make appropriate entries in their records to reflect such payment. 8.6 If the amount of such payment and, in the case of payment of principal, the remaining principal and/or amount of the 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). 7.2 None of the Paying Agents shall 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 a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause 7.1: (a) it shall notify the Fiscal Agent of the amount so paid by it, the serial number of the Temporary Global Note, Permanent Global Note, Definitive Note or Coupon against presentation or surrender of which payment of principal or interest then 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 6.1 (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 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 Fiscal Agent have specified for the purpose. 7.4 If the Fiscal Agent makes any payment in accordance with Clause 7.1, it shall be entitled to appropriate for its own account out of the funds received by it under Clause 6.1 an amount equal to the amount so paid by it. 7.5 If any Paying Agent makes a payment in respect of Bearer Notes at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under Clause 6.1, and the Fiscal Agent is not paid in full able out of the funds received by it under Clause 6.1 to reimburse such Paying Agent therefor (otherwise than whether by reason of a deduction required by law to be made payment under Clause 7.3 or by reason of a FATCA Withholdingappropriation under Clause 7.4), the Issuer shall from time to time on demand pay to the Fiscal Agent for the account of such Paying Agent: (a) the amount so paid out by such Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which a Bearer Note is presented such Paying Agent made such payment until the date of reimbursement of such amount, Provided that any payment made under sub-clause 7.5(a) shall satisfy pro tanto the Issuer’s obligations under Clause 6.1. 7.6 Interest shall accrue for the purpose of making such payment shall, unless the Note is an NGN make a record of such shortfall sub-clause 7.5(b) (as well after as before judgment) on the Bearer Note and such record shall, basis of a year of 360 days (365 days (366 days in the absence case of manifest error, be prima facie evidence that the payment in question has not to that extent been made or (ba leap year) in the case of an amount 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 Fiscal Agent as reflecting its cost of funds for the time being in relation to the unpaid amount. 7.7 If at any time and for any reason a Paying Agent makes a partial payment in respect of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon surrendered for payment to it, such Paying Agent shall (A) in the case of a Temporary Global Note or a Permanent Global Note not in NGN form endorse thereon (and, in the case of an Instalment Note which is an NGNa Definitive Note, on the Principal Paying Agent shall relevant Receipt) a statement indicating the amount and date of such payment; and (B) in the case of a Temporary Global Note or a Permanent Global Note in NGN form, instruct Euroclear and Clearstream, Luxembourg the ICSDs (in accordance with the provisions of Schedule 11) to make appropriate entries in their respective records to reflect such shortfall in paymentpartial payments. 8.7 If the Issuer determines in its sole discretion that withholding for or on account of any Tax will be required by Applicable law in connection with any payment due to any of the Agents 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 deductions or withholding, 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 and the Trust Deed. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganisation.

PAYMENTS TO HOLDERS OF BEARER NOTES. 8.1 The Principal Paying Agent shall ensure that payments of both principal and interest in respect of Temporary Global Notes representing a Tranche subject to TEFRA D selling restrictions will be made only to the extent that certification of non-U.S. beneficial ownership as required by U.S. securities laws and U.S. Treasury regulations (in the form set out in the Temporary Global Notes) has been received from the relevant clearing system in accordance with the terms thereof. 8.2 Each 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 subclause 7.1 is made late but otherwise in accordance with the provisions of this Agreement, each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. 8.3 If for any reason (other than negligence, wilful default or bad faith on the part of the Principal Paying Agent or its officers, employees or agents) the amounts received by the Principal Paying Agent pursuant to subclause 7.1 are insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, no Paying Agent shall be obliged to pay any such claims until the Principal Paying Agent has received or had made available to its order the full amount of all such payments. 8.4 Without prejudice to subclauses 8.1 and 8.2, if the Principal Paying Agent pays any amounts to the holders of Notes or Coupons or to any other Paying Agent at a time when it has not received payment in full in respect of the relevant Notes in accordance with subclause 7.1 (the excess of the amounts so paid over the amounts so received being the Shortfall), the Issuer will, in addition to paying amounts due under subclause 7.1, pay to the Principal Paying Agent on demand interest (at a rate which represents the Principal Paying Agent's cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Principal Paying Agent of the Shortfall which receipt shall satisfy pro tanto the Issuer's obligations under subclause 7.1. 8.5 Whilst any Notes are represented by Bearer Global Notes, all payments due in respect of such Notes shall be made to, or to the order of, the holder of the Bearer Global Notes, subject to and in accordance with the provisions of the Bearer Global Notes. On the occasion of each payment, (a) in the case of a Global Note which is a CGN, the Paying Agent to which the Bearer Global Note was presented for the purpose of making such payment shall cause shallcause the appropriate Schedule to the relevant Bearer Global Note to be annotated so as to evidence the amounts and dates of such payments of principal and/or interest as applicable or (b) in the case of any Global Note which is a NGN, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment. 8.6 If the amount of principal and/or interest then due for payment is not paid in full (otherwise than by reason of a deduction required by law to be made or by reason of a FATCA Withholding), (a) the Paying Agent to which a Bearer Note is presented for the purpose of making such payment shall, unless the Note is an NGN make a record of such shortfall on the Bearer Note and such record shallsha l, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made or (b) in the case of any Global Note which is an NGN, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such shortfall in payment. 8.7 If the Issuer determines in its sole discretion that withholding for or on account of any Tax will be required by Applicable law in connection with any payment due to any of the Agents 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 deductions or withholding, 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 and the Trust Deed. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganisation.

PAYMENTS TO HOLDERS OF BEARER NOTES. 8.1 The Principal Paying Agent shall ensure that payments of both principal and interest in respect of Temporary Global Notes representing a Tranche subject to TEFRA D selling restrictions will be made only to the extent that certification of non-U.S. beneficial ownership as required by U.S. securities laws and U.S. Treasury regulations (in the form set out in the Temporary Global Notes) has been received from the relevant clearing system in accordance with the terms thereof. 8.2 Each 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 subclause 7.1 is made late but otherwise in accordance with the provisions of this Agreement, each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. 8.3 If for any reason (other than negligence, wilful default or bad faith on the part of the Principal Paying Agent or its officers, employees or agents) the amounts received by the Principal Paying Agent pursuant to subclause 7.1 are insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, no Paying Agent shall be obliged to pay any such claims until the Principal Paying Agent has received or had made available to its order the full amount of all such payments. 8.4 Without prejudice to subclauses 8.1 and 8.2, if the Principal Paying Agent pays any amounts to the holders of Notes or Coupons or to any other Paying Agent at a time when it has not received payment in full in respect of the relevant Notes in accordance with subclause 7.1 (the excess of the amounts so paid over the amounts so received being the Shortfall), the Issuer will, in addition to paying amounts due under subclause 7.1, pay to the Principal Paying Agent on demand interest (at a rate which represents the Principal Paying Agent's cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Principal Paying Agent of the Shortfall which receipt shall satisfy pro tanto the Issuer's obligations under subclause 7.1. 8.5 Whilst any Notes are represented by Bearer Global Notes, all payments due in respect of such Notes shall be made to, or to the order of, the holder of the Bearer Global Notes, subject to and in accordance with the provisions of the Bearer Global Notes. On the occasion of each payment, (a) in the case of a Global Note which is a CGN, the Paying Agent to which the Bearer Global Note was presented for the purpose of making such payment shall cause shallcause the appropriate Schedule to the relevant Bearer Global Note to be annotated so as to evidence the amounts and dates of such payments of principal and/or interest as applicable or (b) in the case of any Global Note which is a NGN, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment. 8.6 If the amount of principal and/or interest then due for payment is not paid in full (otherwise than by reason of a deduction required by law to be made or by reason of a FATCA Withholding), (a) the Paying Agent to which a Bearer Note is presented for the purpose of making such payment shall, unless the Note is an NGN make a record of such shortfall on the Bearer Note and such record shallshal, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made or (b) in the case of any Global Note which is an NGN, the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such shortfall in payment. 8.7 If the Issuer determines in its sole discretion that withholding for or on account of any Tax will be required by Applicable law in connection with any payment due to any of the Agents 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 deductions or withholding, 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 and the Trust Deed. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganisation.

PAYMENTS TO HOLDERS OF BEARER NOTES. 8.1 The Principal 5.1 Each Paying Agent acting through its specified office outside the United States, its territories and possessions shall ensure that make payments of both principal and interest in respect of Temporary Global Bearer Notes representing a Tranche subject to TEFRA D selling restrictions will be made only to the extent that certification of non-U.S. beneficial ownership as required by U.S. securities laws and U.S. Treasury regulations (in the form set out in the Temporary Global Notes) has been received from the relevant clearing system in accordance with the Conditions applicable thereto (and, in the case of a Global Note, the terms thereof.); provided, however, that: 8.2 Each (a) if any Temporary Global Note, Permanent Global Note, Definitive Bearer Note or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall pay forthwith notify the Issuer of such presentation or cause surrender and shall not make payment against the same until it is so instructed by the Issuer and has received the amount to be paid all amounts due so paid; (b) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the Notes on behalf of if it is not able to establish that the Issuer in the manner provided in the Conditions. If any payment provided for in subclause 7.1 is made late but otherwise in accordance with the provisions of this Agreement, each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. 8.3 If for any reason (other than negligence, wilful default or bad faith on the part of the Principal Paying Agent or its officers, employees or agents) the amounts received by the Principal Paying Agent pursuant to subclause 7.1 are insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, no Paying Agent shall be obliged to pay any such claims until the Principal Paying Fiscal Agent has received (whether or had made available to its order not at the due time) the full amount of all such payments.any payment due to it under clause 4.1; 8.4 Without prejudice to subclauses 8.1 and 8.2, if (c) the Principal relevant Paying Agent pays any amounts to shall cancel or procure the holders cancellation of Notes or each Temporary Global Note, Permanent Global Note, Definitive Bearer Note (and, in the case of early redemption, together with such unmatured Coupons or unexchanged Talons as are attached to any other or are surrendered with the relevant Note at the time of such redemption) and Coupon against surrender of which it has made full payment and shall (if such Paying Agent at a time when it has is not received payment in full in respect 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 in accordance with subclause 7.1 (the excess of the amounts so paid over the amounts so received being the ShortfallNotes), the Issuer will, in addition to paying amounts due under subclause 7.1, pay to the Principal Paying Agent on demand interest (at a rate which represents the Principal Paying Agent's cost of funding the Shortfall) on the Shortfall (Coupon or the unreimbursed portion thereof) until the receipt in full Talon so cancelled by the Principal Paying Agent of the Shortfall which receipt shall satisfy pro tanto the Issuer's obligations under subclause 7.1. 8.5 Whilst any Notes are represented by Bearer Global Notes, all payments due in respect of such Notes shall be made it to, or to the order of, the holder of the Bearer Global NotesFiscal Agent, subject to and in accordance with the provisions case of full payment in respect of an NGN Temporary Global Note or an NGN Permanent Global Note the Bearer Fiscal Agent shall instruct the Common Safekeeper to destroy the relevant Global Notes. On the occasion of each payment, Note; or (ai) in the case of payment of interest, principal or, as the case may be, other amount against presentation of a CGN Temporary Global Note which is a CGNor CGN Permanent Global Note, the relevant Paying Agent to which shall note or procure that there is noted on the Bearer Global Note was presented for schedule thereto (or, in the purpose absence of making a schedule, on the face thereof) the amount of such payment shall cause and, in the appropriate Schedule to case of payment of principal, the remaining nominal amount of the relevant Bearer Global Note to (which shall be annotated so as to evidence the amounts previous nominal amount less the principal which has then been paid) and dates shall procure the signature of such payments of principal and/or interest as applicable or notation on its behalf; and (bii) in the case of any an NGN Temporary Global Note which is a NGNor an NGN Permanent Global Note, instruct the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg ICSDs to make appropriate entries in their records to reflect such payment. 8.6 If the amount of such payment and, in the case of payment of principal, the remaining principal and/or amount of the 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). 5.2 No Paying Agent shall exercise any lien, right of set-off or similar claim against any person to whom it makes any payment under clause 5.1 in respect thereof, nor shall any commission or expense be charged by it to any such person in respect thereof. 5.3 If a Paying Agent makes any payment in accordance with clause 5.1: (a) it shall 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 then 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 4.1 (whether or not at the due time), the Fiscal Agent shall pay to such Paying Agent out of the funds received by the Fiscal Agent under clause 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 such Paying Agent. 5.4 If any Paying Agent (including, for the avoidance of doubt, the Fiscal Agent) makes a payment in respect of the Notes at a time at which the Fiscal Agent has not received the full amount of the relevant payment due to it under clause 4.1 and the Fiscal Agent is not paid in full (otherwise than able out of the funds received by reason it under clause 4.1 to reimburse such Paying Agent therefor, the Issuer shall from time to time on demand pay to the Fiscal Agent for account of a deduction required by law to be made or by reason of a FATCA Withholding), such Paying Agent: (a) the amount so paid out by such Paying Agent and not so reimbursed to it; and (b) interest on such amount from the date on which a Bearer Note is presented such Paying Agent made such payment until the date of reimbursement of such amount, provided, however, that any payment made under paragraph (a) above shall satisfy pro tanto the Issuer’s obligations under clause 4.1. 5.5 Interest shall accrue for the purpose of making clause 5.4(b) (as well after as before judgment) on the basis of a year of 360 days (365 days in the case of an unpaid amount denominated 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 relevant Paying Agent as reflecting its cost of funds for the time being in relation to the unpaid amount. 5.6 If at any time and for any reason a Paying Agent makes a partial payment in respect of a Temporary Global Note, Permanent Global Note, Definitive Bearer Note, or Coupon presented for payment to it, such payment Paying Agent shall: (a) in the case of a CGN Temporary Global Note, unless CGN Permanent Global Note, Definitive Note or Coupon endorse thereon a statement indicating the Note is an NGN make a record amount and date of such shortfall on the Bearer Note and such record shall, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made or payment; and (b) in the case of any an NGN Temporary Global Note which is or an NGNNGN Permanent Global Note, instruct the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg ICSDs (in accordance with the provisions of Schedule 9) to make appropriate entries in their respective records to reflect such shortfall in paymentpartial payments. 8.7 5.7 If the Issuer determines in its sole discretion that withholding for or on account of any Tax it will be required by Applicable law to withhold or deduct any FATCA Withholding in connection with any payment due to any of the Agents 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 deductions or withholding, FATCA Withholding 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 and the Trust Deed. The Issuer will promptly notify the Agents and the Trustee of any such redirection or reorganisationAgreement.