Common use of Payments to Noteholders Clause in Contracts

Payments to Noteholders. 7.1 PAYMENTS BY NEW YORK PAYING AGENT The New York Paying Agent acting through its Specified Office in New York shall make payments of interest and principal in respect of the Notes in accordance with the Note Conditions (and, in the case of the Note Certificates, the terms thereof) provided, however, that: 7.1.1 the New York Paying Agent shall not be obliged (but shall be entitled) to make payments of interest or principal in respect of the Notes: (a) if it has not received the full amount of any payment due to it under Clause 6.1; or (b) if it has given notice in accordance with Clause 6.5 that the relevant irrevocable payment instructions have not been received, unless it has subsequently received such payment instructions; 7.1.2 the Registrar shall cancel each Note Certificate against surrender of which it has made full payment and shall, if necessary, deliver each Note Certificate so cancelled by it to or to the order of the Registrar; and 7.1.3 the New York Paying Agent shall notify the Note Trustee forthwith in the event that it does not, on or before the due date for any payment of principal or interest in respect of any of the Notes, receive unconditionally the full amount in Dollars and/or there are not sufficient funds in Dollars available to the New York Paying Agent to discharge the amount of the monies payable thereon in accordance with the Note Conditions and/or the provisions of the Trust Deed on such due date.

Payments to Noteholders. 7.1 PAYMENTS BY NEW YORK PAYING AGENT The New York Paying Agent acting through its Specified Office in New York shall make payments of interest and principal Payments in respect of Global Master Issuer Notes (a) if any Global Master Issuer Note is presented or surrendered for payment to a Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the Notes same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Master Issuer in accordance with writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Master Issuer and has received the amount to be so paid; (b) each Paying Agent shall cancel each Definitive Note Conditions against surrender of which it has made full payment and shall deliver each Definitive Note so cancelled by it to the Registrar; (c) in the case of payment of interest or principal against presentation of a Global Master Issuer Note, the Registrar shall note or procure that there is noted on the relevant schedule to such Global Master Issuer Note, the amount of such payment and, in the case of the Note Certificatespayment of principal, the terms thereofremaining Principal Amount Outstanding of a Global Master Issuer Note and shall procure the signature of such notation on its behalf; and (d) provided, however, that: 7.1.1 the New York a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest or principal in respect of the Notesif: (ai) if in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 6.1; or (bii) if in the case of any other Paying Agent: (A) it has given notice been notified in accordance with Clause 6.5 6 that the relevant irrevocable payment instructions have not been received, unless it has is subsequently received notified that such payment instructions;instructions have been received; or 7.1.2 (B) it is not able to establish that the Registrar shall cancel each Note Certificate against surrender of which it has made full payment and shall, if necessary, deliver each Note Certificate so cancelled by it to or to the order of the Registrar; and 7.1.3 the New York Principal Paying Agent shall notify the Note Trustee forthwith in the event that it does not, on or before the due date for any payment of principal or interest in respect of any of the Notes, receive unconditionally has received the full amount in Dollars and/or there are not sufficient funds in Dollars available of any payment due to the New York Paying Agent to discharge the amount of the monies payable thereon in accordance with the Note Conditions and/or the provisions of the Trust Deed on such due dateit under Clause 6.

Payments to Noteholders. ‌ 7.1 PAYMENTS BY NEW YORK PAYING AGENT The New York Payments by the Paying Agents‌ Each Paying Agent acting through its Specified Office in New York shall make payments of principal and interest and principal in respect of the Notes in accordance with the Note Conditions (and, in the case of the Temporary Global Note Certificatesor the Permanent Global Note, the terms thereof) ); provided, however, that: 7.1.1 if any Definitive 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 New York same has been replaced, 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 the Fiscal Agent has received the amount to be so paid;‌ 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such payments of principal or interest or principal in respect of the Notes:, if:‌ (a) if in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.16.1 (Issuer to pay the Fiscal Agent) in same day, freely transferable, immediately available, cleared funds; or (b) if in the case of any other Paying Agent: (i) it has given notice been notified in accordance with Clause 6.5 6.6 (Failure to pay) that confirmation of the relevant irrevocable payment instructions have has not been received, unless it has is subsequently received notified that confirmation of such payment instructions;instructions has been received; or 7.1.2 (ii) it is not able to establish that the Registrar shall cancel each Note Certificate against surrender of which it Fiscal Agent has made full payment and shall, if necessary, deliver each Note Certificate so cancelled by it to received (whether or to the order of the Registrar; and 7.1.3 the New York Paying Agent shall notify the Note Trustee forthwith in the event that it does not, on or before not at the due date for any payment of principal or interest in respect of any of the Notes, receive unconditionally time) the full amount in Dollars and/or there are not sufficient funds in Dollars available of any payment due to it under Clause 6.1 (Issuer to pay the New York Paying Agent to discharge the amount of the monies payable thereon in accordance with the Note Conditions and/or the provisions of the Trust Deed on such due date.Fiscal Agent);

Payments to Noteholders. 7.1 PAYMENTS BY NEW YORK PAYING AGENT The New York Paying Agent acting through its Specified Office in New York shall make payments of interest and principal Payments in respect of Global Notes (a) if any Global Note is presented or surrendered for payment to a Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the Notes same has been replaced, such Paying Agent shall as soon as is reasonably practicable notify the Issuer in accordance with writing 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) each Paying Agent shall cancel each Definitive Note Conditions against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Definitive Note so cancelled by it to the Registrar; (c) in the case of payment of interest or principal against presentation of a Global Note, the Registrar shall note or procure that there is noted on the relevant schedule to such Global Note, the amount of such payment and, in the case of the Note Certificatespayment of principal, the terms thereofremaining Principal Amount Outstanding of a Global Note and shall procure the signature of such notation on its behalf; and (d) provided, however, that: 7.1.1 the New York a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest or principal in respect of the Notesif: (ai) if in the case of the Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 6.1; or (bii) if in the case of any other Paying Agent, it has given notice in accordance with Clause 6.5 is not able to establish that the relevant irrevocable payment instructions have not been received, unless it has subsequently received such payment instructions; 7.1.2 the Registrar shall cancel each Note Certificate against surrender of which it has made full payment and shall, if necessary, deliver each Note Certificate so cancelled by it to or to the order of the Registrar; and 7.1.3 the New York Principal Paying Agent shall notify has received the Note Trustee forthwith in the event that it does not, on or before the due date for full amount of any payment of principal or interest due to it under Clause 6. 7.2 Payments in respect of any of the Definitive Notes, receive unconditionally the full amount in Dollars and/or there are not sufficient funds in Dollars available to the New York Paying Agent to discharge the amount of the monies payable thereon in accordance with the Note Conditions and/or the provisions of the Trust Deed on such due date.

Payments to Noteholders. 7.1 PAYMENTS BY NEW YORK PAYING AGENT The New York ‌ 8.1 Payments by the Paying Agent‌ Each Paying Agent acting through its Specified Office in New York shall make payments of principal and interest and principal in respect of the Notes in accordance with the Note Conditions (and, in so long as the case of Notes are evidenced by the Note CertificatesGlobal Note, the terms thereof) ; provided, however, that: 7.1.1 8.1.1 if any Global Note or Individual Note Certificate 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 New York same has been replaced, such Paying Agent shall forthwith notify the Issuer and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and the Fiscal Agent has received the amount to be so paid;‌ 8.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make such‌ payments of interest or principal in respect of the Notesif: (a) if in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.17.1 (Issuer to pay Fiscal Agent); or (b) if in the case of any other Paying Agent: (i) it has given notice been notified in accordance with Clause 6.5 7.5 (Failure to confirm payment instructions) that confirmation of the relevant irrevocable payment instructions have has not been received, unless it has is subsequently received notified that confirmation of such payment instructions;instructions has been received; or 7.1.2 (ii) it is not able to establish that the Registrar shall cancel each Note Certificate against surrender of which it Fiscal Agent has made full payment and shall, if necessary, deliver each Note Certificate so cancelled by it to received (whether or to the order of the Registrar; and 7.1.3 the New York Paying Agent shall notify the Note Trustee forthwith in the event that it does not, on or before not at the due date for any payment of principal or interest in respect of any of the Notes, receive unconditionally time) the full amount in Dollars and/or there are not sufficient funds in Dollars available of any payment due to the New York Paying Agent it under Clause 7.1 (Issuer to discharge the amount of the monies payable thereon in accordance with the Note Conditions and/or the provisions of the Trust Deed on such due date.pay Fiscal Agent);

Payments to Noteholders. 7.1 PAYMENTS BY NEW YORK PAYING AGENT The New York Paying Agent acting through its Specified Office in New York shall make payments of interest and principal in respect of the Notes in accordance with the Note Conditions (and, in the case of the Note Certificates, the terms thereof) provided, however, that: 7.1.1 the New York Paying Agent shall not be obliged (but shall be entitled) to make payments of interest or principal in respect of the Notes: (a) if it has not received the full amount of any payment due to it under Clause 6.1; or (b) if it has given notice been notified in accordance with Clause 6.5 that the relevant irrevocable payment instructions have not been received, unless it has is subsequently received notified that such payment instructionsinstructions have been received; 7.1.2 the Registrar shall cancel each Note Certificate against surrender of which it has made full payment and shall, if necessary, deliver each Note Certificate so cancelled by it to or to the order of the Registrar; and 7.1.3 the and The New York Paying Agent shall notify the Note Trustee forthwith in the event that it does not, on or before the due date for any payment of principal or interest in respect of any of the Notes, receive unconditionally the full amount in Dollars and/or there are not sufficient funds in Dollars available to the New York Paying Agent to discharge the amount of the monies moneys payable thereon in accordance with the Note Conditions and/or the provisions of the Trust Deed on such due date.

Payments to Noteholders. 7.1 PAYMENTS BY NEW YORK PAYING AGENT Payments by New York Paying Agent The New York Paying Agent acting through its Specified Office in New York shall make payments of interest and principal in respect of the Notes in accordance with the Note Conditions (and, in the case of the Note Certificates, the terms thereof) provided, however, that: 7.1.1 the New York Paying Agent shall not be obliged (but shall be entitled) to make payments of interest or principal in respect of the Notes: (a) if it has not received the full amount of any payment due to it under Clause 6.1; or (b) if it has given notice in accordance with Clause 6.5 that the relevant irrevocable payment instructions have not been received, unless it has subsequently received such payment instructions; 7.1.2 the Registrar shall cancel each Note Certificate against surrender of which it has made full payment and shall, if necessary, deliver each Note Certificate so cancelled by it to or to the order of the Registrar; and 7.1.3 the New York Paying Agent shall notify the Note Trustee forthwith in the event that it does not, on or before the due date for any payment of principal or interest in respect of any of the Notes, receive unconditionally the full amount in Dollars and/or there are not sufficient funds in Dollars available to the New York Paying Agent to discharge the amount of the monies payable thereon in accordance with the Note Conditions and/or the provisions of the Trust Deed on such due date.

Payments to Noteholders. 7.1 PAYMENTS BY NEW YORK PAYING AGENT The New York Payments by Paying and Conversion Agents Each Paying and Conversion Agent acting through its Specified Office in New York shall make payments of principal and interest and principal any other amounts in respect of the Notes in accordance with the Note Conditions (and, in the case of the Note Certificates, the terms thereof) Conditions; provided, however, that: 7.1.1 if any Note Certificate is presented or surrendered for payment to any Paying and Conversion Agent and such Paying and Conversion Agent has delivered a replacement therefor or has been notified that the New York same has been replaced, such Paying and Conversion Agent shall forthwith notify, upon request, the Issuer and (if such Paying and Conversion Agent is not the Principal Paying and Conversion Agent) the Principal Paying and Conversion Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer and the Principal Paying and Conversion Agent has received the full amount to be so paid; 7.1.2 a Paying and Conversion Agent shall not be obliged (but shall be entitled) to make payments of principal or interest or principal in respect of the Notes, if: (a) if in the case of the Principal Paying and Conversion Agent, it has not received the full amount of any payment due to it under Clause 6.16.1 (Issuer to pay Principal Paying and Conversion Agent) or is not satisfied that such payment will be made; or (b) if in the case of any other Paying and Conversion Agent, it has given notice in accordance with Clause 6.5 been notified by the Principal Paying and Conversion Agent that the relevant irrevocable payment instructions have has not been received, unless it has is subsequently received notified that such payment instructionshas been received; 7.1.2 the Registrar shall cancel each Note Certificate against surrender of which it has made full payment and shall, if necessary, deliver each Note Certificate so cancelled by it to or to the order of the Registrar; and 7.1.3 the New York Paying Agent shall notify the Note Trustee forthwith in the event that it does not, on or before the due date for any payment of principal or interest in respect of any of the Notes, receive unconditionally the full amount in Dollars and/or there are not sufficient funds in Dollars available to the New York Paying Agent to discharge the amount of the monies payable thereon in accordance with the Note Conditions and/or the provisions of the Trust Deed on such due date.