Common use of Withholdings or deductions Clause in Contracts

Withholdings or deductions. (a) Unless the Principal Paying Agent is notified in writing by the Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. (b) If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges, it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it shall require to enable it to comply with the requirement. In respect of the Class Z VFN, if the Issuer receives a Tax Certificate from a Qualifying Noteholder, the Issuer (or the Cash Manager on behalf of the Issuer in accordance with the terms of the Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent for the Class Z VFN and as registrar) that the relevant Interest Amount in respect of the Class Z VFN can be paid to such Qualifying Noteholder free of any relevant withholding or deduction for or on account of United Kingdom income tax. (c) Notwithstanding any other provision of this Agreement, the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable law, in which event the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. (d) In the event that the Issuer determines in its sole discretion that any deduction or 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 redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction 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 Trust Deed. The Issuer will promptly notify the Agents and the Trustee 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 purposes of this Clause 6.8 (Withholdings or deductions).

Withholdings or deductions. ‌ (a) Unless the Principal Paying Agent is notified in writing by the Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. (b) If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental chargescharges as specifically contemplated under Condition 9 (Taxation), it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it shall require to enable it to comply with the requirement. In requirement.‌ (b) If any Paying Agent is, in respect of the Class Z VFN, if the Issuer receives a Tax Certificate from a Qualifying Noteholder, the Issuer (or the Cash Manager on behalf of the Issuer in accordance with the terms of the Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent for the Class Z VFN and as registrar) that the relevant Interest Amount any payment in respect of the Class Z VFN can be paid Notes, compelled to such Qualifying Noteholder free of withhold or deduct any relevant withholding or deduction amount for or on account of United Kingdom income taxany taxes, duties, assessments or governmental charges as specifically contemplated under Condition 9 (Taxation), other than arising under Clause 7.7(a) 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, the Note Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to withhold or deduct. (c) Notwithstanding any other provision of this Agreement, the Principal each Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable lawApplicable Law, in which event the Principal such Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 7.7. (d) In Neither the event that Issuer, nor any Paying Agent, nor the Registrar nor any other person shall be under any obligation to make additional payments to the Noteholders in respect of such withholding or deduction. (e) If the Issuer becomes aware or is notified or otherwise determines in its sole discretion that any deduction or 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 but not obliged to redirect re-direct or reorganise any such payment made by the Agents in relation to the Notes in any way that it sees fit in order that the payment may be made without such withholding or deduction or withholding provided that, that any such redirected re-directed or reorganised payment is made in accordance with Applicable Law and through a recognised institution of international standing and is otherwise made in accordance with this Agreement and the Trust Deed. The Issuer will promptly notify the Agents and the Note Trustee 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 applicable law for the purposes purposed of this Clause 6.8 (Withholdings or deductions).7.7(e).‌

Withholdings or deductions. (a) Unless the Principal Paying Agent is notified in writing by the Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A Rated Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for for, or on account of of, any taxesTaxes, duties, assessments or government charges. (b) If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxesTaxes, duties, assessments or governmental charges, it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it they shall severally require to enable it to comply compliance with the requirement. In respect of the a Class Z VFNVariable Funding Noteholder, if the Issuer receives a Tax Certificate from such Class Z Variable Funding Noteholder that certifies that such Class Z Variable Funding Noteholder is a Qualifying Noteholder, the Issuer (or the Cash Manager on behalf of the Issuer in accordance with the terms of the Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent for the Class Z VFN Variable Funding Note and as registrar) that the relevant Interest Amount in respect of the Class Z VFN Variable Funding Note can be paid to such Class Z Variable Funding Noteholder whilst it is a Qualifying Noteholder free of any relevant withholding or deduction for or on account of United Kingdom income tax. (c) Notwithstanding any other provision of this Agreement, the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxesTaxes, duties, assessments or government charges if and to the extent so required by applicable law, in which event the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducteddeducted and shall have no obligation to gross-up any payment hereunder or to pay any additional amount. (d) In the event that If the Issuer determines in its sole discretion that any deduction the Paying Agent is not or withholding for or on account of any Tax will has ceased to be required by Applicable Law in connection with any payment due a person to any of the Agents on any Noteswhom payments may be made free from FATCA Withholding, then the Issuer will be entitled but not obliged to redirect re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made payments in accordance with the Transaction Documents (provided that such payment has not already been made by a Paying Agent to a third party or otherwise distributed) via another Paying Agent including, where necessary, one or more further or other paying agents appointed in accordance with the terms of this Agreement and in accordance with any applicable law but, if the Trust DeedIssuer considers it necessary, without the need for prior written notice to be provided, so that such payment can be made free from FATCA Withholding, provided that nothing in this clause shall impose any obligations or liabilities on the Agents in addition to those expressly set out in this Agreement, and provided always that such redirection or reorganisation shall not cause the payment received by the Noteholders to be less than would otherwise have been received had such redirection or reorganisation not occurred. The Issuer will promptly shall notify the Agents Note Trustee and the Trustee Principal Paying Agent of any such redirection determination to re-direct 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 purposes of this Clause 6.8 (Withholdings or deductions)reorganise.

Withholdings or deductions. (a) Unless the Principal Paying Agent is notified in writing by the Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A (other than the U.S. Global Notes) Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. Unless the Principal Paying Agent is notified in writing by the Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the U.S. Global Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. (b) If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges, it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it shall require to enable it to comply with the requirement. In respect of the Class Z VFN, if the Issuer receives a Tax Certificate from a Qualifying Noteholder, the Issuer (or the Cash Manager on behalf of the Issuer in accordance with the terms of the Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent for the Class Z VFN and as registrar) that the relevant Interest Amount in respect of the Class Z VFN can be paid to such Qualifying Noteholder free of any relevant withholding or deduction for or on account of United Kingdom income tax. (c) Notwithstanding None of the Paying Agents shall have any other provision of this Agreement, the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled obligation to gross-up any payment that it is required to make a deduction or withholding from any payment which it makes under this Agreement for or on account in respect of the Notes or to pay any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable law, in which event the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deductedadditional amount. (d) In the event that the Issuer determines in its sole discretion that any deduction or 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 redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction 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 Trust Deed. The Issuer will promptly notify the Agents Agents, the Note Trustee and the Security Trustee 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 purposes of this Clause 6.8 (Withholdings or deductions).

Withholdings or deductions. (a) Unless the Principal Paying Agent is notified in writing by the Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. (b) If the Issuer is, in respect of any payment in respect of the NotesNotes and/or the Certificates, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental chargescharges as specifically contemplated under Condition 9 (Taxation) and/or Residual Certificates Condition 8 (Taxation) and/or ERC Certificates Condition 8 (Taxation) (as applicable), it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it shall require to enable it to comply with the requirement. In . (b) If any Paying Agent is, in respect of the Class Z VFN, if the Issuer receives a Tax Certificate from a Qualifying Noteholder, the Issuer (or the Cash Manager on behalf of the Issuer in accordance with the terms of the Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent for the Class Z VFN and as registrar) that the relevant Interest Amount any payment in respect of the Class Z VFN can be paid Notes and/or the Certificates (as applicable), compelled to such Qualifying Noteholder free of withhold or deduct any relevant withholding or deduction amount for or on account of United Kingdom income taxany taxes, duties, assessments or governmental charges as specifically contemplated under Condition 9 (Taxation) and/or Residual Certificates Condition 8 (Taxation) and/or ERC Certificates Condition 8 (Taxation), other than arising under Clause 7.7(a) or by virtue of the relevant holder failing to satisfy any certification or other requirement in respect of its Notes and/or Certificates, it shall give notice of that fact to the Issuer, the Note Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to withhold or deduct. (c) Notwithstanding any other provision of this Agreement, the Principal each Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable lawApplicable Law, in which event the Principal such Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 7.7. (d) In Neither the event that Issuer, nor any Paying Agent, nor the Registrar nor any other person shall be under any obligation to make additional payments to the Noteholders or the Certificateholders in respect of such withholding or deduction. (e) If the Issuer becomes aware or is notified or otherwise determines in its sole discretion that any deduction or 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 NotesNotes or Certificates, then the Issuer will be entitled but not obliged to redirect re-direct or reorganise any such payment made by the Agents in relation to the Notes in any way that it sees fit in order that the payment may be made without such withholding or deduction or withholding provided that, that any such redirected re-directed or reorganised payment is made in accordance with Applicable Law and through a recognised institution of international standing and is otherwise made in accordance with this Agreement and the Trust Deed. The Issuer will promptly notify the Agents and the Note Trustee 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 applicable law for the purposes purposed of this Clause 6.8 (Withholdings or deductions7.7(e).

Withholdings or deductions. (a) Unless the Principal Paying Agent is notified in writing by the Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. (b) If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges, it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it shall require to enable it to comply with the requirement. In respect of the Class Z VFN, if the Issuer receives a Tax Certificate from a Qualifying Noteholder, the Issuer (or the Cash Manager on behalf of the Issuer in accordance with the terms of the Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent for the Class Z VFN and as registrar) that the relevant Interest Amount in respect of the Class Z VFN can be paid to such Qualifying Noteholder free of any relevant withholding or deduction for or on account of United Kingdom income tax. (c) Notwithstanding any other provision of this Agreement, the The Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled not have any obligation to gross-up any payment that it is required to make a deduction or withholding from any payment which it makes under this Agreement for or on account in respect of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable law, in which event the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding A Notes or deduction has been made and shall account to the relevant authorities for the amount so withheld or deductedpay any additional amount. (d) In the event that the Issuer determines in its sole discretion that any deduction or 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 redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction 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 Trust Deed. The Issuer will promptly notify the Agents Agents, the Note Trustee and the Security Trustee 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 purposes of this Clause 6.8 (Withholdings or deductions).Clause

Withholdings or deductions. (a) Unless the Principal Paying Agent is notified in writing by the Issuer to the contraryc ontrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A Notes can be made (including by the Principal Paying Agent) free and clear of, and without w ithout withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. (b) If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold w ithhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges, it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it shall require to enable it to comply with the requirement. In respect of the Class Z VFN, if the Issuer receives a Tax Certificate from a Qualifying Noteholder, the Issuer (or the Cash Manager on behalf of the Issuer in accordance with the terms of the Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent for the Class Z VFN and as registrar) that the relevant Interest Amount in respect of the Class Z VFN can be paid to such Qualifying Noteholder free of any relevant withholding or deduction for or on account of United Kingdom income tax. (c) Notwithstanding None of the Paying Agents shall have any other provision of this Agreement, the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled obligation to gross-up any payment that it is required to make a deduction or withholding from any payment which it makes under this Agreement for or on account in respect of the Notes or to pay any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable law, in which event the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deductedadditional amount. (d) In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account of any Tax will be required by Applicable Law in connection connec tion with any payment due to any of the Agents on any Notes, then the Issuer 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 deduction 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 Trust Deed. The Issuer will promptly notify the Agents Agents, the Note Trustee and the Security Trustee 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 purposes of this Clause 6.8 (Withholdings or deductions).

Withholdings or deductions. (a) Unless the Principal Paying Agent is notified in writing by the Master Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A Rated Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. (b) If the Master Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges, it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it they shall severally require to enable it to comply compliance with the requirement. In respect of the Class Z VFNVariable Funding Noteholder, if the Issuer receives a Tax Certificate from the Class Z Variable Funding Noteholder that certifies that the Class Z Variable Funding Noteholder is a Qualifying Noteholder, the Master Issuer (or the Master Issuer Cash Manager on behalf of the Master Issuer in accordance with the terms of the Master Issuer Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent and as registrar for the Class Z VFN and as registrarVariable Funding Note) that the relevant Interest Amount in respect of the Class Z VFN Variable Funding Note can be paid to such the Class Z Variable Funding Noteholder whilst it is a Qualifying Noteholder free of any relevant withholding or deduction for or on account of United Kingdom income tax. (c) Notwithstanding any other provision of this Agreement, the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable law, in which event the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducteddeducted and shall have no obligation to gross-up any payment hereunder or to pay any additional amount. (d) In If the event Master Issuer receives notice from a Paying Agent that the Issuer determines in its sole discretion that any deduction Paying Agent is not or withholding for or on account of any Tax will has ceased to be required by Applicable Law in connection with any payment due a person to any of the Agents on any Noteswhom payments are free from FATCA Withholding, then the Issuer will be entitled to redirect re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction or withholding provided that, any such redirected or reorganised payment is made through a recognised institution of international standing and otherwise made payments in accordance with the Transaction Documents (provided that such payment has not already been made by a Paying Agent to a third party or otherwise distributed) via another Paying Agent including, where necessary, one or more further or other paying agents appointed in accordance with the terms of this Agreement and but, if the Trust Deed. The Issuer will promptly notify considers it necessary, without the need for prior written notice to be provided, so that such payment can be made free from FATCA Withholding, provided that nothing in this clause shall impose any obligations or liabilities on the Agents in addition to those expressly set out in this Agreement, and the Trustee of any provided further that such redirection or reorganisation. For reorganisation shall not cause the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed payment received by the Noteholders to be required by Applicable Law for less than would otherwise have been received had such redirection or reorganisation not occurred. The Master Issuer shall notify the purposes Master Issuer Note Trustee and the Principal Paying Agent of this Clause 6.8 (Withholdings or deductions)such determination to re-direct.

Withholdings or deductions. (a) Unless the Principal Paying Agent is notified in writing by the Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. (b) If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges, it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it shall require to enable it to comply with the requirement. In respect of the Class Z VFN, if the Issuer receives a Tax Certificate from a Qualifying Noteholder, the Issuer (or the Cash Manager on behalf of the Issuer in accordance with the terms of the Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent for the Class Z VFN and as registrar) that the relevant Interest Amount in respect of the Class Z VFN can be paid to such Qualifying Noteholder free of any relevant withholding or deduction for or on account of United Kingdom income tax. (c) Notwithstanding any other provision of this Agreement, the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable law, in which event the Principal Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. (d) In the event that the Issuer determines in its sole discretion that any deduction or 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 redirect or reorganise any such payment in any way that it sees fit in order that the payment may be made without such deduction 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 Trust Deed. The Issuer will promptly notify the Agents and the Trustee 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 purposes of this Clause 6.8 (Withholdings or deductions).

Withholdings or deductions. (a) Unless the Principal Paying Agent is notified in writing by the Issuer to the contrary, the Principal Paying Agent shall be entitled to assume that payments in respect of the Class A Notes can be made (including by the Principal Paying Agent) free and clear of, and without withholding or deduction of any amount for or on account of any taxes, duties, assessments or government charges. (b) If the Issuer is, in respect of any payment in respect of the Notes, compelled to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental chargescharges as specifically contemplated under Condition 9 (Taxation), it shall give notice of that fact to the Agents as soon as it becomes aware of the requirement to make the withholding or deduction and shall give to the Agents such information as it shall require to enable it to comply with the requirement. In . (b) If any Paying Agent is, in respect of the Class Z VFN, if the Issuer receives a Tax Certificate from a Qualifying Noteholder, the Issuer (or the Cash Manager on behalf of the Issuer in accordance with the terms of the Cash Management Agreement) will confirm in writing to the Class Z VFN Registrar (as paying agent for the Class Z VFN and as registrar) that the relevant Interest Amount any payment in respect of the Class Z VFN can be paid Notes, compelled to such Qualifying Noteholder free of withhold or deduct any relevant withholding or deduction amount for or on account of United Kingdom income taxany taxes, duties, assessments or governmental charges as specifically contemplated under Condition 9 (Taxation), other than arising under Clause 7.7(a) 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, the Note Trustee and the Principal Paying Agent as soon as it becomes aware of the requirement to withhold or deduct. (c) Notwithstanding any other provision of this Agreement, the Principal each Paying Agent or the Class Z VFN Registrar (as applicable) shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable lawApplicable Law, in which event the Principal such Paying Agent or the Class Z VFN Registrar (as applicable) shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required by Applicable Law for the purposes of this Clause 7.7. (d) In Neither the event that Issuer, nor any Paying Agent, nor the Registrar nor any other person shall be under any obligation to make additional payments to the Noteholders in respect of such withholding or deduction. (e) If the Issuer becomes aware or is notified or otherwise determines in its sole discretion that any deduction or 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 but not obliged to redirect re-direct or reorganise any such payment made by the Agents in relation to the Notes in any way that it sees fit in order that the payment may be made without such withholding or deduction or withholding provided that, that any such redirected re-directed or reorganised payment is made in accordance with Applicable Law and through a recognised institution of international standing and is otherwise made in accordance with this Agreement and the Trust Deed. The Issuer will promptly notify the Agents and the Note Trustee 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 applicable law for the purposes purposed of this Clause 6.8 (Withholdings or deductions7.7(e).