Common use of Withholding or Deduction Clause in Contracts

Withholding or Deduction. 8.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, it shall give notice of that fact to the Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agent such information as it shall require to enable it to comply with the requirement. 8.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause 8.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer and the Agent as soon as it becomes aware of the compulsion to withhold or deduct. 8.3 Any payment by the Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any applicable law. If Taxes are paid by the Agent or any of its affiliates on any payment by the Agent under this Agreement, the Issuer agrees that it shall promptly reimburse the Agent for such payment to the extent not covered by withholding from any payment. If the Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer. 8.4 Each Paying Agent holds all money as banker and not as trustee and as a result such money will not be held in accordance with the Client Money Rules and, in the event that a Paying Agent were to become insolvent, the client money distribution rules will not apply and so the Issuer will not be entitled to share in any distribution under the client money distribution rules. In particular, the Paying Agents shall not segregate their money from the Issuers’ and they shall not be liable to account to the Issuer for any profits made by their use as banker of such funds.

Withholding or Deduction. 8.1 If the Issuer is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, it shall give notice of that fact to the Agent as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agent such information as it shall require to enable it to comply with the requirement. 8.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause 8.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer and the Agent as soon as it becomes aware of the compulsion to withhold or deduct. 8.3 Any payment by the Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any applicable law. If Taxes are paid by the Agent or any of its affiliates on any payment by the Agent under this Agreement, the Issuer agrees that it shall promptly reimburse the Agent for such payment to the extent not covered by withholding from any payment. If the Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer. 8.4 Each Paying Agent holds all money as banker and not as trustee and as a result such money will not be held in accordance with the Client Money Rules and, in the event that a Paying Agent were to become insolvent, the client money distribution rules will not apply and so the Issuer will not be entitled to share in any distribution under the client money distribution rules. In particular, the Paying Agents shall not segregate their money from the Issuers’ and they shall not be liable to account to the Issuer for any profits made by their use as banker of such funds.the

Withholding or Deduction. 8.1 ‌ 9.1 If either the Issuer or the Guarantor is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, it shall give notice of that fact to the Trustee, the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Trustee, the Principal Paying Agent and the Registrar such information as it any of them shall require to enable it to comply with the requirementrequirement.‌ 9.2 Without prejudice to subclause 9.1, the Issuer or the Guarantor shall notify the Principal Paying Agent in the event that it determines that any payment to be made by any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s or the Guarantor’s obligation under this subclause 9.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer or the Guarantor (as the case may be), such Notes, or both. 8.2 9.3 If any Paying Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause 8.1 subclauses 9.1 or 9.2 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer Issuer, the Guarantor, the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct. 8.3 Any payment by the Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any applicable law. If Taxes are paid by the Agent or any of its affiliates on any payment by the Agent under this Agreement, the Issuer agrees that it shall promptly reimburse the Agent for such payment to the extent not covered by withholding from any payment. If the Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer. 8.4 Each Paying Agent holds all money as banker and not as trustee and as a result such money will not be held in accordance with the Client Money Rules and, in the event that a Paying Agent were to become insolvent, the client money distribution rules will not apply and so the Issuer will not be entitled to share in any distribution under the client money distribution rules. In particular, the Paying Agents shall not segregate their money from the Issuers’ and they shall not be liable to account to the Issuer for any profits made by their use as banker of such funds.deduct.‌

Withholding or Deduction. 8.1 9.1 If the Issuer isor the Guarantor are, in respect of any paymentpayment in respect of Covered Bonds, compelled required by law to withhold or deduct any amount for or on account of taxesTaxes, duties, assessments or governmental charges as specifically contemplated under the Terms and Conditions, it shall the Issuer or the Guarantor, as the case may be, will give notice of that fact to the Bond Trustee and the Issuing and Paying Agent (who will give notice thereof to each Paying Agent) as soon as it becomes aware of the requirement to make the withholding or deduction and shall will give to the Bond Trustee and the Issuing and Paying Agent such information as it shall either of them will require to enable it the Bond Trustee and the Issuing and Paying Agent to comply with the requirement. 8.2 9.2 If any Paying Agent or the Exchange Agent is, in respect of any payment of principal or interest in respect of the NotesCovered Bonds, compelled required by law to withhold or deduct any amount for or on account of any taxesTaxes, duties, assessments or governmental charges as specifically contemplated under the Terms and Conditions, other than arising under subclause 8.1 Section 9.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its NotesCovered Bonds, it shall will give notice of that fact to the Issuer Issuer, the Bond Trustee, the Guarantor and the Issuing and Paying Agent as soon as it becomes aware of the compulsion requirement to withhold or deduct. 8.3 Any payment by the Agent under this Agreement will 9.3 In order to comply with applicable Law in effect from time to time that an foreign financial institution, issuer, trustee, Agent, or other party is or has agreed to be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any applicable law. If Taxes are paid by the Agent or any of its affiliates on any payment by the Agent under this Agreementsubject to, the Issuer agrees (i) to provide to the Agents sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so that the applicable Agent can determine whether it has any tax related obligations under applicable Law, (ii) that the applicable Agent shall promptly reimburse the Agent for such payment be entitled to make any withholding or deduction from payments to the extent necessary to comply with applicable Law for which it shall not covered by withholding from have any payment. If the liability, and (iii) to hold harmless each Agent is required to make a deduction or withholding referred to above, for any losses it will not pay an additional amount in respect of that deduction or withholding may suffer due to the Issueractions it takes to comply with such applicable Law. The terms of this section shall survive the termination of this Agreement. 8.4 Each Paying Agent holds all money as banker and not as trustee and as a result such money will not be held in accordance with the Client Money Rules and, in the event that a Paying Agent were to become insolvent, the client money distribution rules will not apply and so the Issuer will not be entitled to share in any distribution under the client money distribution rules. In particular, the Paying Agents shall not segregate their money from the Issuers’ and they shall not be liable to account to the Issuer for any profits made by their use as banker of such funds.

Withholding or Deduction. 8.1 If the Issuer Trustee or Infracorp is, in respect of any paymentpayment under this Agreement or the Certificates, compelled to withhold or deduct any amount for or on account of taxesany Taxes as contemplated by Condition 13 (Taxation) or any undertaking given in addition to or in substitution for Condition 13 (Taxation) pursuant to the Declaration of Trust, dutiesthe Trustee or Infracorp, assessments or governmental charges as specifically contemplated under the Conditionscase may be, it shall give notice of that fact to the Principal Paying Agent and the Delegate as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to each of the Principal Paying Agent and the Delegate such information as it shall require to enable it to comply with the requirement. 8.2 If any Paying Infracorp or the Trustee, as the case may be, shall notify each Agent is, in respect of the event that it determines that any payment to be made by an Agent under the Certificates is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Trustee’s and Infracorp’s obligation under this Clause 8 (Withholding or Deduction) shall apply only to the extent that such payments are so treated by virtue of principal characteristics of Infracorp, the Trustee, the Certificates, or interest in respect any or all of them. 8.3 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes, compelled to withhold or deduct any amount Certificates for or on account of any taxesTax, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause 8.1 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact if and only to the Issuer and extent so required by Applicable Law, in which event the Agent as soon as it becomes aware of the compulsion to withhold or deduct. 8.3 Any shall make such payment by the Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless after such deduction or withholding is required by any applicable law. If Taxes are paid by has been made and shall account to the Agent relevant Authority within the time allowed for the amount so deducted or any of withheld or, at its affiliates on any option, shall reasonably promptly after making such payment by return to the Agent under this AgreementTrustee the amount so deducted or withheld, in which case, the Issuer agrees that it Trustee shall promptly reimburse so account to the Agent relevant Authority for such payment to amount. For the extent not covered by withholding from any payment. If the Agent avoidance of doubt, FATCA Withholding is required to make a deduction or withholding referred which is deemed to above, it will be required by Applicable Law for the purposes of this Clause 8 (Withholding or Deduction) and such Agent shall not pay an additional amount in respect of that withholding or deduction. 8.4 In the event that the Trustee, or Infracorp as the case may be, 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 Certificates, then the Trustee, or Infracorp as the case may be, will be entitled to redirect 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 redirected or reorganised payment is made through a recognised institution of international standing and otherwise made in accordance with this Agreement and the Declaration of Trust. The Trustee, or Infracorp as the case may be, will promptly notify the Agents and the Delegate of any such redirection or reorganisation. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the Issuerpurpose of this Clause 8.4 (Withholding or Deduction). 8.4 Each Paying Agent holds all money as banker and not as trustee and as a result such money will not be held in accordance with the Client Money Rules and, in the event that a Paying Agent were to become insolvent, the client money distribution rules will not apply and so the Issuer will not be entitled to share in any distribution under the client money distribution rules. In particular, the Paying Agents shall not segregate their money from the Issuers’ and they shall not be liable to account to the Issuer for any profits made by their use as banker of such funds.

Withholding or Deduction. 8.1 9.1 If the Issuer Trustee or the Bank is, in respect of any paymentpayment under this Agreement or the Certificates, compelled to withhold or deduct any amount for or on account of taxesany Taxes as contemplated by Condition 13 (Taxation) or any undertaking given in addition to or in substitution for Condition 13 (Taxation) pursuant to the Declaration of Trust, dutiesthe Trustee or the Bank, assessments or governmental charges as specifically contemplated under the Conditionscase may be, it shall give notice of that fact to the Principal Paying Agent and the Delegate as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to each of the Principal Paying Agent and the Delegate such information as it shall require to enable it to comply with the requirement. 8.2 9.2 If any Paying Agent is, in respect of any payment of principal or interest in respect of under the NotesCertificates to be made pursuant to this Agreement, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause 8.1 Clause 9.1 (Withholding or Deduction) or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its NotesCertificates, it shall give notice of that fact to the Issuer Trustee, the Bank, the Delegate and the Principal Paying Agent as soon as reasonably practicable after it becomes aware of the compulsion to withhold or deduct. No Agent shall have any obligation to gross-up any payment hereunder or to pay any additional amounts as a result of any applicable withholding or deduction. 8.3 Any 9.3 The Bank or the Trustee, as the case may be, shall notify each Agent in the event that it determines that any payment to be made by the an Agent under the Certificates is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Trustee’s and the Bank’s obligation under this Agreement will Clause 9 (Withholding or Deduction) shall apply only to the extent that such payments are so treated by virtue of characteristics of the Bank, the Trustee, the Certificates, or any or all of them. 9.4 Notwithstanding any other provision of this Agreement, each Agent shall be made without any entitled to make a deduction or withholding from any payment which it makes under the Certificates for or on account of any Taxes unless Tax, if and only to the extent so required by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding is required by any applicable law. If Taxes are paid by has been made and shall account to the Agent relevant Authority within the time allowed for the amount so deducted or any of withheld or, at its affiliates on any option, shall reasonably promptly after making such payment by return to the Agent under this AgreementTrustee the amount so deducted or withheld, in which case, the Issuer agrees that it Trustee shall promptly reimburse so account to the Agent relevant Authority for such payment to amount. For the extent not covered by withholding from any payment. If the Agent avoidance of doubt, FATCA Withholding is required to make a deduction or withholding referred which is deemed to above, it will be required by Applicable Law for the purposes of this Clause 9 (Withholding or Deduction) and such Agent shall not pay an additional amount in respect of that deduction withholding or deduction. 9.5 In the event that the Trustee, or the Bank as the case may be, 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 Certificates, then the Trustee, or the Bank as the case may be, will be entitled to redirect 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 to the Issuer. 8.4 Each Paying Agent holds all money as banker provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and not as trustee and as a result such money will not be held otherwise made in accordance with this Agreement and the Client Money Rules andDeclaration of Trust. The Trustee, in or the event that a Paying Agent were to become insolventBank as the case may be, will promptly notify the client money distribution rules will not apply Agents and so the Issuer will not be entitled to share in Delegate of any distribution under the client money distribution rulessuch redirection or reorganisation. In particular, the Paying Agents shall not segregate their money from the Issuers’ and they shall not be liable to account to the Issuer for any profits made by their use as banker of such funds.For

Withholding or Deduction. 8.1 If either the Issuer or the Guarantor is, in respect of any payment, compelled to withhold or deduct any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, it shall give notice of that fact to the Trustee, the Principal Paying Agent and the Registrar as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Trustee, the Principal Paying Agent and the Registrar such information as it any of them shall require to enable it to comply with the requirement. 8.2 Without prejudice to subclause 8.1, the Issuer or the Guarantor shall notify the Principal Paying Agent in the event that it determines that any payment to be made by any Agent under any Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s or the Guarantor’s obligation under this subclause 8.2 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer or the Guarantor (as the case may be), such Notes, or both. 8.3 If any Paying Agent is, in respect of any payment of principal or interest in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges as specifically contemplated under the Conditions, other than arising under subclause subclauses 8.1 or 8.2 or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes, it shall give notice of that fact to the Issuer Issuer, the Guarantor, the Trustee and the Principal Paying Agent as soon as it becomes aware of the compulsion to withhold or deduct. 8.3 Any payment by the Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any applicable law. If Taxes are paid by the Agent or any of its affiliates on any payment by the Agent under this Agreement, the Issuer agrees that it shall promptly reimburse the Agent for such payment to the extent not covered by withholding from any payment. If the Agent is required to make a deduction or withholding referred to above, it will not pay an additional amount in respect of that deduction or withholding to the Issuer. 8.4 Each Paying Agent holds all money as banker and not as trustee and as a result such money will not be held in accordance with the Client Money Rules and, in the event that a Paying Agent were to become insolvent, the client money distribution rules will not apply and so the Issuer will not be entitled to share in any distribution under the client money distribution rules. In particular, the Paying Agents shall not segregate their money from the Issuers’ and they shall not be liable to account to the Issuer for any profits made by their use as banker of such funds.