Common use of Payment to the Fiscal Agent Clause in Contracts

Payment to the Fiscal Agent. 4.1 The Issuer or, failing the Issuer, the Guarantor shall, by no later than 10.00 a.m. (London time) on the day on which any payment of principal, premium and/or interest in respect of any of the Notes becomes due under the Conditions, transfer to an account specified by the Fiscal Agent such amount of EUR as shall be sufficient for the purposes of such payment of principal, premium and/or interest in immediately available funds. 4.2 The Issuer or, as the case may be, the Guarantor shall ensure that, before 10.00 a.m. (London time) on the second Business Day prior to each day on which any payment is to be made to the Fiscal Agent under clause 4.1, the Fiscal Agent shall receive a copy of an irrevocable payment instruction to the bank through which the payment is to be made. For the purposes of this clause 4.2, Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the United States of America and United Kingdom. 4.3 Subject to the Fiscal Agent being satisfied in its sole discretion that payment will be duly made as provided in clause 4.1, the Fiscal Agent or the relevant 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 clause 4.1 is made late but otherwise in accordance with the provisions of this Agreement, the Fiscal Agent and each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. 4.4 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a withholding or deduction from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. 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 4. In this clause 4.4 and clauses 4.5 and 18.11, Applicable Law means any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction and Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax.

Payment to the Fiscal Agent. 4.1 The Issuer or, failing the Issuer, the Guarantor shall, by no later than 10.00 a.m. (London New York City time) on the day Business Day on which any payment of principal, premium and/or principal or interest in respect of any of the Notes becomes due under the Conditions, transfer to an account specified by the Fiscal Agent such amount of EUR U.S. dollars as shall be sufficient for the purposes of such the payment of principal, premium and/or principal or interest in immediately available same day funds. 4.2 The Issuer orshall use its best endeavours to ensure that, before 10.00 a.m. (New York City time) on the second Business Day before each Interest Payment Date or the Maturity Date, as the case may be, the Guarantor shall ensure that, before 10.00 a.m. (London time) on the second Business Day prior to each day on which any bank effecting payment is to be made to the Fiscal Agent under clause 4.1, confirms by authenticated SWIFT message to the Fiscal Agent shall receive a copy of an the irrevocable payment instruction instructions relating to the bank through which the payment is to be made. such payment. 4.3 For the purposes of this clause 4.2Clause 4, Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the United States of America London and United KingdomNew York City. 4.3 Subject 4.4 The Fiscal Agent shall as soon as reasonably practicable notify each of the other Agents and the Issuer if it has not received the confirmation referred to in Clause 4.2 by the time specified for its receipt unless it is satisfied that it will receive the amount referred to in Clause 4.1. 4.5 For the avoidance of doubt, the Paying Agents shall not have any obligation to make any payment of principal or interest in respect of the Notes to the Noteholders until the Fiscal Agent being satisfied has received from the Issuer the full amount in its sole discretion that payment will be duly made as provided in clause 4.1U.S. dollars required for the relevant payment. 4.6 Without prejudice to Clause 4.5, if the Fiscal Agent makes a payment to Noteholders of principal or the relevant Paying Agent shall pay or cause to be paid all amounts due interest in respect of the Notes on behalf of or after the Issuer in the manner provided in the Conditions. If any due date for such payment provided for in clause 4.1 is made late but otherwise in accordance with the provisions of this Agreement, at a time at which the Fiscal Agent and each Paying Agent shall nevertheless make payments has not received payment in full in respect of the relevant Notes as aforesaid following receipt by it in accordance with Clause 4.1 (the excess of such payment. 4.4 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a withholding or deduction from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to paid over the Issuer amounts so received being the amount so deducted or withheld, in which caseShortfall), the Issuer shall so account shall, in addition to paying the Fiscal Agent the amount due under Clause 4.1, pay to the relevant Authority for such amount. For Fiscal Agent on demand: (a) the avoidance Shortfall; and (b) interest (at a rate which represents the Fiscal Agent's cost of doubtfunding the Shortfall, FATCA Withholding is a deduction or withholding as certified by the Fiscal Agent) on the Shortfall from the date on which is deemed the payment was made by the Fiscal Agent to be required Noteholders until the date of reimbursement by Applicable Law for the purposes Issuer to the Fiscal Agent of this clause 4. In this clause 4.4 and clauses 4.5 and 18.11, Applicable Law means any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction and Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to taxthe Shortfall.

Payment to the Fiscal Agent. 4.1 The Issuer or, failing the Issuer, the Guarantor shall, by no later than 10.00 a.m. (London Luxembourg time) on the day on which any payment of principal, premium principal and/or interest in respect of any of the Notes becomes due under the Conditions, transfer to an account specified by the Fiscal Agent Agent, which in all cases shall be an account maintained outside of the United States, such amount of EUR euro as shall be sufficient for the purposes of such payment of principal, premium principal and/or interest in immediately available funds. 4.2 The Issuer or, as the case may be, the Guarantor shall ensure that, before 10.00 a.m. (London Luxembourg time) on the second Business Day immediately prior to each day on which any payment is to be made to the Fiscal Agent under clause subclause 4.1, the Fiscal Agent shall receive a copy of an irrevocable payment instruction to the bank through which the payment is to be made. For the purposes of this clause subclause 4.2, Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the United States Republic of America Ireland, Bermuda and United KingdomLuxembourg. 4.3 Subject to the Fiscal Agent being satisfied in its sole discretion that payment will be duly made as provided in clause 4.1, the Fiscal Agent or the relevant 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 clause 4.1 is made late but otherwise in accordance with the provisions of this Agreement, the Fiscal Agent and each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment. 4.4 Notwithstanding If for any other provision reason the Fiscal Agent considers in its sole discretion that the amounts to be received by the Fiscal Agent pursuant to clause 4.1 will be, or the amounts actually received by it pursuant thereto are, insufficient to satisfy all claims in respect of this Agreementall payments then falling due in respect of the Notes, each the Fiscal Agent shall then forthwith notify the Issuer and the Guarantor of such insufficiency and, until such time as the Fiscal Agent has received the full amount of all such payments, neither the Fiscal Agent nor any Paying Agent shall be entitled obliged to make a withholding or deduction from pay any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. claims. 4.5 For the avoidance of doubt, FATCA Withholding is the Paying Agents shall not have any obligation to make any payment of principal or interest in respect of the Notes to the Noteholders until the Fiscal Agent has been put in funds by the Issuer. 4.6 Should the Issuer pay amounts in EUR to the Fiscal Agent prior to the date the amounts are due, the Fiscal Agent may request from the relevant Issuer or the Guarantor payment of interest rates on such amounts, from the date on which they are paid to the date on which they are due, at a deduction or withholding which is deemed percentage rate equal to be required by Applicable Law for the purposes cost to the Fiscal Agent of this clause 4. In this clause 4.4 and clauses 4.5 and 18.11, Applicable Law means any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority funding the amounts received in any jurisdiction and Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to taxaccordance with the applicable standard market interest rate.

Payment to the Fiscal Agent. ‌ 4.1 The Issuer or, failing the Issuer, the Guarantor shall, by no later than 10.00 a.m. (London New York City time) on the day Business Day on which any payment of principal, premium and/or principal or interest in respect of any of the Notes becomes due under the ConditionsConditions (and, in any event, unless agreed by the Fiscal Agent, no earlier than 10.00 a.m. (New York City time) five Business Days before the relevant payment date), transfer to an account specified by the Fiscal Agent such amount of EUR U.S. dollars as shall be sufficient for the purposes of such the payment of principal, premium and/or principal or interest in immediately available funds.same day funds.‌ 4.2 The Issuer orshall use its best endeavours to ensure that, before 10.00 a.m. (New York City time) on the second Business Day before each Interest Payment Date or the Maturity Date, as the case may be, the Guarantor shall ensure that, before 10.00 a.m. (London time) on the second Business Day prior to each day on which any bank effecting payment is to be made to the Fiscal Agent under clause 4.1, confirms by authenticated SWIFT message to the Fiscal Agent shall receive a copy of an the irrevocable payment instruction instructions relating to the bank through which the payment is to be made. such payment.‌ 4.3 For the purposes of this clause 4.2Clause 4, "Business Day Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the United States of America London and United KingdomNew York City. 4.3 Subject 4.4 The Fiscal Agent shall as soon as reasonably practicable notify each of the other Agents and the Issuer if it has not received the confirmation referred to in Clause 4.2 by the time specified for its receipt unless it is satisfied that it will receive the amount referred to in Clause 4.1. 4.5 For the avoidance of doubt, the Paying Agents shall not have any obligation to make any payment of principal or interest in respect of the Notes to the Noteholders until the Fiscal Agent being satisfied has received from the Issuer the full amount in its sole discretion that payment will be duly made as provided in clause 4.1U.S. dollars required for the relevant payment.‌ 4.6 Without prejudice to Clause 4.5, if the Fiscal Agent makes a payment to Noteholders of principal or the relevant Paying Agent shall pay or cause to be paid all amounts due interest in respect of the Notes on behalf of or after the Issuer in the manner provided in the Conditions. If any due date for such payment provided for in clause 4.1 is made late but otherwise in accordance with the provisions of this Agreement, at a time at which the Fiscal Agent and each Paying Agent shall nevertheless make payments has not received payment in full in respect of the relevant Notes as aforesaid following receipt by it in accordance with Clause 4.1 (the excess of such payment. 4.4 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a withholding or deduction from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to paid over the Issuer amounts so received being the amount so deducted or withheld, in which case"Shortfall"), the Issuer shall so account shall, in addition to paying the Fiscal Agent the amount due under Clause 4.1, pay to the relevant Authority for such amount. For Fiscal Agent on demand: (a) the avoidance Shortfall; and (b) interest (at a rate which represents the Fiscal Agent's cost of doubtfunding the Shortfall, FATCA Withholding is a deduction or withholding as certified by the Fiscal Agent) on the Shortfall from the date on which is deemed the payment was made by the Fiscal Agent to be required Noteholders until the date of reimbursement by Applicable Law for the purposes Issuer to the Fiscal Agent of this clause 4. In this clause 4.4 and clauses 4.5 and 18.11, Applicable Law means any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction and Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to taxthe Shortfall.

Payment to the Fiscal Agent. 4.1 The Issuer or, failing In order to provide for the Issuer, the Guarantor shall, by no later than 10.00 a.m. (London time) on the day on which any payment of principal, premium and/or principal and interest in respect of any the Notes of each Series as the same becomes due and payable, the Issuer shall pay to or to the order of the Notes Fiscal Agent, on or before the date on which such payment becomes due under due, an amount in the Conditions, transfer relevant currency equal to an account specified by the Fiscal Agent such amount of EUR as shall be sufficient for the purposes of such payment of principal, premium and/or interest in immediately available funds. 4.2 The Issuer principal or, as the case may be, interest falling due in respect of such Notes. 4.2 Each amount payable by the Guarantor Issuer under clause 4.1 shall ensure thatbe paid unconditionally by credit transfer and in immediately available, freely transferable, cleared funds not later than 10.00 a.m. in the relevant financial centre on the relevant day to such account with such bank as the Fiscal Agent has by notice to the Issuer specified for the purpose. The Issuer shall, before 10.00 a.m. (London Luxembourg time) on the second Business Day prior to before the due date of each day payment by it under clause 4.1 procure that the bank effecting payment on which any payment is to be made to its behalf notifies the Fiscal Agent under clause 4.1, the by facsimile or authenticated SWIFT message of its irrevocable payment instructions. 4.3 The Fiscal Agent shall receive be entitled to deal with each amount paid to it hereunder in the same manner as other amounts paid to it as a copy banker by its customers; provided, however, that: (a) it shall not exercise against the Issuer any lien, right of an irrevocable set off or similar claim in respect thereof; and (b) it shall not be liable to any person for interest thereon. 4.4 The Fiscal Agent shall apply each amount properly paid to it hereunder in accordance with clauses 5 and 6 and shall not be obliged to repay any such amount unless the claim for the relevant payment instruction becomes void under Condition 15 (Prescription), in which event it shall refund the relevant payment to the bank through which Issuer in the payment is manner specified in clause 8. 4.5 The Fiscal Agent shall notify each of the other Paying Agents and the Registrar immediately: (a) if it has not by the relevant date set out in clause 4.1 received unconditionally the full amount in the relevant currency required for the payment; and (b) if it receives unconditionally the full amount of any sum payable in respect of the Notes, Receipts or Coupons after that date. The Fiscal Agent shall, at the expense of the Issuer, immediately on receiving any amount as described in paragraph (b) above, cause notice of that receipt to be made. For the purposes of this clause 4.2, Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the United States of America and United Kingdompublished under Condition 20 (Notices). 4.3 Subject to the Fiscal Agent being satisfied in its sole discretion that payment will be duly made as provided in 4.6 Unless it has received notice under clause 4.1, the Fiscal Agent or the relevant 4.5 (a) 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 for in the Conditions. If any payment provided for in clause 4.1 is made late but otherwise in accordance with the provisions of this Agreement, the Fiscal Agent and each relevant Paying Agent shall nevertheless nonetheless make payments in respect of the Notes as aforesaid stated above following receipt by it of such paymentpayment by it. 4.4 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a withholding or deduction from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant Authority for such amount. 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 4. In this clause 4.4 and clauses 4.5 and 18.11, Applicable Law means any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction and Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax.

Payment to the Fiscal Agent. 4.1 5.1 The Issuer or, failing the Issuer, the Guarantor shall, by no not later than 10.00 11.00 a.m. (London time) on the day each date on which any payment of principal, premium and/or interest in respect of any of the Notes becomes due under the Conditions, unconditionally transfer to an account specified by the Fiscal Agent such amount of EUR euro as shall be sufficient for the purposes of such the payment of principal, premium and/or interest in immediately available funds. 4.2 5.2 The Issuer or, as the case may be, the Guarantor shall ensure that, before 10.00 a.m. (London time) on not later than the second London Business Day prior to each day immediately preceding the date on which any payment is to be made to the Fiscal Agent under clause 4.1pursuant to subclause 5.1, the Fiscal Agent shall receive a copy of an irrevocable payment instruction to the bank through which the payment is to be made. For the purposes of this clause 4.2subclause 5.2, London Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the United States of America and United KingdomLondon. 4.3 Subject to 5.3 If the Fiscal Agent being satisfied Issuer determines in its sole discretion that payment any withholding for or on account of any Tax will be duly required by Applicable Law in connection with any payment due 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 as without such withholding or deduction 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 clause 4.1, accordance with this Agreement. The Issuer will promptly notify the Fiscal Agent of any such redirection or reorganisation. For the relevant Paying Agent shall pay avoidance of doubt, FATCA Withholding is a withholding or cause deduction which is deemed to be paid all amounts due in respect of required by Applicable Law for the Notes on behalf of the Issuer in the manner provided in the Conditions. If any payment provided for in clause 4.1 is made late but otherwise in accordance with the provisions purposes of this Agreement, the Fiscal Agent and each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such paymentclause 5.3. 4.4 5.4 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a withholding or deduction from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted withheld or withhelddeducted, in which case, the Issuer shall so account to the relevant Authority for such amount. For the avoidance of doubt, FATCA Withholding is a withholding or deduction or withholding which is deemed to be required by Applicable Law for the purposes of this clause 4. In this clause 4.4 and clauses 4.5 and 18.11, Applicable Law means any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction and Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax5.4.

Payment to the Fiscal Agent. ‌ 4.1 The Issuer or, failing the Issuer, the Guarantor shallshall use its best endeavours to ensure that, by no later than 10.00 a.m. 2.00 p.m. (London time) on the day Business Day on which any payment of principal, premium and/or principal or interest in respect of any of the Notes becomes due under the Conditions, transfer to an account specified by the Fiscal Agent such amount of EUR U.S. dollars as shall be sufficient for the purposes of such the payment of principal, premium and/or principal or interest in immediately available same day funds. 4.2 The Issuer orshall use its best endeavours to ensure that, before 2.00 p.m. (local time in the relevant financial centre of the payment) on the second Business Day before each Interest Payment Date or the Maturity Date, as the case may be, the Guarantor shall ensure that, before 10.00 a.m. (London time) on the second Business Day prior to each day on which any bank effecting payment is to be made to the Fiscal Agent under clause confirms by authenticated SWIFT or similar message to the Fiscal Agent the payment instructions relating to such payment, which SWIFT message the Issuer agrees it shall not revoke. 4.3 If the Fiscal Agent receives cleared funds from the Issuer after the time for receipt of such cleared funds as specified in subclause 4.1, the Fiscal Agent shall receive a copy of an irrevocable payment instruction use its best endeavours to pay the bank through which the payment is to be made. funds as soon as practicable thereafter. 4.4 For the purposes of this clause 4.24, Business Day means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business in the United States of America Istanbul and United KingdomLondon. 4.3 Subject to 4.5 For the Fiscal Agent being satisfied in its sole discretion that payment will be duly made as provided in clause 4.1avoidance of doubt, the Fiscal Agent Paying Agents shall not have any obligation to make any payment of principal or the relevant Paying Agent shall pay or cause to be paid all amounts due interest in respect of the Notes on behalf of to the Issuer in the manner provided in the Conditions. If any payment provided for in clause 4.1 is made late but otherwise in accordance with the provisions of this Agreement, Noteholders until the Fiscal Agent has been put in cleared funds by the Issuer and each Paying Agent shall nevertheless make payments in respect has been able to identify or confirm receipt of those funds. 4.6 Each Party shall, within ten business days of a written request by another Party, supply to that other Party such forms, documentation and other information relating to it, its operations, or the Notes as aforesaid following receipt that other Party reasonably requests for the purposes of that other Party's compliance with Applicable Law and shall notify the relevant other Party reasonably promptly in the event that it becomes aware that any of the forms, documentation or other information provided by it such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall be required to provide any forms, documentation or other information pursuant to this clause 4.6 to the extent that: (i) any such form, documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available to such Party and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion of such paymentParty constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes of this clause 4.6, “Applicable Law” shall be deemed to include (i) any rule or practice of any Authority by which any Party is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between any Authority and any Party that is customarily entered into by institutions of a similar nature. 4.4 4.7 Notwithstanding any other provision of this Agreement, each Paying Agent shall be entitled to make a withholding or deduction from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law, in which event such Paying Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant Authority within the time allowed for the amount so withheld or deducted or, at its option, shall reasonably promptly after making such payment return to the Issuer the amount so deducted withheld or withhelddeducted, in which case, the Issuer shall so account to the relevant Authority for such amount. For . 4.8 If the avoidance Issuer determines in its sole discretion that any withholding or deduction for or on account of doubt, FATCA Withholding is a deduction or withholding which is deemed to any Tax will be required by Applicable Law for in connection with any payment due to any Agent on the purposes of this clause 4. In this clause 4.4 and clauses 4.5 and 18.11Notes, Applicable Law means then the Issuer will be entitled to re-direct or reorganise any law or regulation, Authority means any competent regulatory, prosecuting, Tax or governmental authority such payment in any jurisdiction way that it sees fit in order that the payment may be made without such withholding or deduction provided that any such re-directed or reorganised payment is made through a recognised institution of international standing and Tax means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf such payment is otherwise made in accordance with this Agreement. The Issuer will promptly notify the Fiscal Agent of any Authority having power to taxsuch redirection or reorganisation.