Common use of Payments by Paying Agents Clause in Contracts

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities in accordance with the Conditions (and, in the case of a Temporary Global Security or a Permanent Global Security, the terms thereof); provided, however, that: 7.1.1 if any Definitive Security or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the Securities, if: (a) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds; or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds;

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest Distribution (including any Arrears of Distribution and Additional Distribution Amount) in respect of the Securities in accordance with the Conditions (and, in so long as the case of a Temporary Securities are evidenced by the Global Security or a Permanent Global SecurityCertificate, the terms thereof); provided, however, that: 7.1.1 8.1.1 if any Definitive Security Global Certificate or Coupon Individual Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, upon request, the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a 8.1.2 if for any reason the Agent considers in its sole discretion that the amounts to be received by it will be, or the amounts actually received by it are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Securities, no Paying Agent shall not be obliged (but shall be entitled) to make such payments of principal or interest in respect of the Securities, if: (a) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds); or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 7.5 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) ); 8.1.3 each Paying Agent shall cancel each Certificate against presentation and surrender of which it has not made full payment and shall deliver each Certificate so cancelled by it to, or to the order of, the Registrar; and 8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent 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 such Paying Agent shall make such payment after such withholding or deduction has been able made and shall account to identify the relevant Authority for the amount so withheld or confirm receipt of those funds;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.

Payments by Paying Agents. ‌ Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities in accordance with the Conditions (and, in the case of a Temporary Global Security or a Permanent Global Security, the terms thereof); provided, however, that: 7.1.1 if any Definitive Security or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid;paid;‌ 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the Securities, if:if:‌ (a) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds; or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds;

Payments by Paying Agents. (a) Each Paying Agent acting through its Specified Office specified office outside the United States shall make payments of principal and interest in respect of the Securities Bearer Notes in accordance with the Conditions conditions applicable thereto (and, in the case of a Temporary Global Security or a Permanent Global Security, Note the terms thereof); provided, however, that: 7.1.1 (i) if any Temporary Global Note, Permanent Global Note, Definitive Security Bearer Note, Receipt or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent Republic of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor Republic and has received the amount to be so paid; 7.1.2 (ii) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the SecuritiesNotes, if: (a) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds; or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) if it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 7.1, after giving effect to Clause 7.2, (Payments iii) the relevant Paying Agent shall cancel or procure the cancellation of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note (together, in the case of early redemption, with such unmatured Receipts or Coupons or unexchanged Talons as are attached to such Definitive Bearer Note at the Fiscal time of such redemption), Receipt, Coupon or Talon, against surrender of which it has made full payment and shall (if such Paying Agent - Issuer or Guarantor to pay is not the Fiscal Agent) deliver or procure the delivery of each Temporary Global Note, Permanent Global Note, Definitive Bearer Note (together with, as aforesaid, such unmatured Receipts or Coupons or unexchanged Talons as are attached to or surrendered with the relevant Notes), Receipt, Coupon or Talon so cancelled by it to, or to the order of, the Fiscal Agent; or (iv) in the case of payment of interest, principal or, as the case may be, any other amount against presentation of a Temporary Global Note, the relevant Paying Agent shall note or procure that there is noted on the schedule thereto (or, in the absence of a schedule, on the face thereof) the amount of such payment and, in the case of payment of principal, the remaining principal amount of the relevant Note (which shall be the previous principal amount less the principal which has then been paid) and has not been able to identify or confirm receipt shall procure the signature of those funds;such notation on its behalf.

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of interest and principal and interest in respect of a Note Series (and in the Securities event a Swap Agreement has been terminated without replacement, after exchanging any amounts due to the currency of the relevant Notes at a spot rate determined by the Exchange Agent), in accordance with the Conditions (andConditions, in the case of a Temporary Global Security or a Permanent Global Security, the terms thereof); provided, however, that: 7.1.1 (a) if any Definitive Security or Coupon Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Principal Paying Agent) the Fiscal Principal Paying Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or and the Guarantor and Principal Paying Agent has received the amount to be so paid; 7.1.2 (b) a Paying Agent shall not be obliged (but shall be entitled) to make payments of interest or principal or interest in respect of the Securities, ifa Note Series: (ai) in the case of the Fiscal Principal Paying Agent, if it has not received the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Principal Paying Agent) and has not been able to identify or confirm receipt of those funds); or (bii) in the case of any other Paying AgentAgent if: (iA) it has been notified in accordance with Clause 6.5 (Payments to by the Fiscal Principal Paying Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (iiB) it is not able to establish that the Fiscal Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 7.1 (Payments Issuer to pay Principal Paying Agent); (c) each Paying Agent shall cancel each Note Certificate against surrender of which it has made full payment and shall, if necessary, deliver each Note Certificate so cancelled by it to, or to the Fiscal order of, the Registrar; (d) in the case of payments in respect of any Class D Variable Funding Note, a Paying Agent - shall not pay any interest to the relevant Noteholder of any Class D Variable Funding Note and such Noteholder shall not be entitled to receive such relevant interest on any Interest Payment Date free of any relevant withholding or deduction for or on account of United Kingdom income tax, unless the Issuer or Guarantor has either (i) confirmed in writing to pay Fiscal Agent) the Principal Paying Agent at least five Business Days prior to the relevant Interest Payment Date that the relevant Noteholder of such Class D Variable Funding Note is a Qualifying Noteholder and has not provided to the Issuer a Tax Certificate, or (ii) previously provided the written confirmation under paragraph (i) to the Principal Paying Agent on or before the Interest Payment Date immediately preceding the relevant Interest Payment Date; and (e) notwithstanding any other provision of this Paying Agency and Agent Bank Agreement, each Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Paying Agency and Agent Bank Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by applicable law (including FATCA Withholding), in which event such Paying Agent shall make such payment after such withholding or deduction has been able made and shall account to identify the relevant authorities for the amount so withheld or confirm receipt of those funds;deducted.

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities Bonds in accordance with the Conditions (and, in the case of a the Temporary Global Security Bond or a the Permanent Global SecurityBond, the terms thereof); provided, however, that: 7.1.1 if any Definitive Security Bond or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, as soon as practicable, the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the SecuritiesBonds, if: (a) in the case of the Fiscal Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Principal Paying Agent) and has not been able to identify or confirm receipt of those funds); or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 (Payments to the Fiscal Agent - Failure to confirm payment instructionsReceipt of Payment) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Principal Paying Agent) and has not been able to identify or confirm receipt of those funds);

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest Distribution in respect of the Securities in accordance with the Conditions (and, in so long as the case of a Temporary Securities are evidenced by the Global Security or a Permanent Global SecurityCertificate, the terms thereof); provided, however, that: 7.1.1 8.1.1 if any Definitive Security Global Certificate or Coupon Individual Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, upon request, the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a 8.1.2 if for any reason the Agent considers in its sole discretion that the amounts to be received by it will be, or the amounts actually received by it are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Securities, no Paying Agent shall not be obliged (but shall be entitled) to make such payments of principal or interest in respect of the Securities, if: (a) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds); or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 7.5 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) ); 8.1.3 each Paying Agent shall cancel each Certificate against presentation and surrender of which it has not made full payment and shall deliver each Certificate so cancelled by it to, or to the order of, the Registrar; and 8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent 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 such Paying Agent shall make such payment after such withholding or deduction has been able made and shall account to identify the relevant Authority for the amount so withheld or confirm receipt of those funds;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.

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities Notes in accordance with the Conditions (and, in so long as the case of a Temporary Notes are evidenced by the Global Security or a Permanent Global SecurityNote Certificate, the terms thereof); provided, however, that: 7.1.1 8.1.1 if any Definitive Security Global Note Certificate or Coupon Individual Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, upon request, the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a 8.1.2 if for any reason the Agent considers in its sole discretion that the amounts to be received by it will be, or the amounts actually received by it are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, no Paying Agent shall not be obliged (but shall be entitled) to make such payments of principal or interest in respect of the Securities, if: (a) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds); or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 7.5 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) ); 8.1.3 each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has not made full payment and shall deliver each Note Certificate so cancelled by it to, or to the order of, the Registrar; and 8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent 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 such Paying Agent shall make such payment after such withholding or deduction has been able made and shall account to identify the relevant Authority for the amount so withheld or confirm receipt of those funds;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.

Payments by Paying Agents. ‌ Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities Bonds in accordance with the Conditions (and, in the case of a the Temporary Global Security Bond or a the Permanent Global SecurityBond, the terms thereof); provided, however, that: 7.1.1 if any Definitive Security Bond or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid;paid;‌ 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the SecuritiesBonds, if:if:‌ (a) in the case of the Fiscal Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Principal Paying Agent) and has not been able to identify or confirm receipt of those funds); or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 (Payments to the Fiscal Agent - Failure to confirm Confirmation of payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Payments Issuer to pay Principal Paying Agent); 7.1.3 each Paying Agent shall cancel each Definitive Bond or Coupon against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Principal Paying Agent, deliver each Definitive Bond or Coupon so cancelled by it to, or to the Fiscal order of, the Principal Paying Agent;‌ 7.1.4 in the case of payment of principal or interest against presentation of the Temporary Global Bond or the Permanent Global Bond, the relevant Paying Agent - Issuer shall procure that there is noted in the schedule to the Temporary Global Bond or Guarantor to pay Fiscal Agent(as the case may be) the Permanent Global Bond the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Temporary Global Bond or (as the case may be) the Permanent Global Bond (which shall be the previous principal amount thereof less the amount of principal then paid) and shall procure the signature of such notation on its behalf; and 7.1.5 notwithstanding any other provision of this Agreement, each Paying Agent 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 FATCA or applicable law, in which event such Paying Agent shall make such payment after such withholding or deduction has not been able made and shall account to identify the relevant authorities for the amount so withheld or confirm receipt of those funds;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.

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities Notes in accordance with the Conditions (and, in the case of a Temporary Global Security or a Permanent Global Security, the terms thereof)Conditions; provided, however, that: 7.1.1 if any Definitive Security Note or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the SecuritiesNotes, if: (a) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds); or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent); 7.1.3 each Paying Agent shall cancel each Definitive Note or Coupon against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Fiscal Agent, deliver each Definitive Note or Coupon so cancelled by it to, or to the order of, the Fiscal Agent; 7.1.4 in the case of payment of principal or interest against presentation of the Final Global Note, the relevant Paying Agent shall procure that there is noted in the schedule to the Final Global Note the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Final Global Note (which shall be the previous principal amount thereof less the amount of principal then paid) and shall procure the signature of such notation on its behalf; and 7.1.5 notwithstanding any other provision of this Agreement, each Paying Agent 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 or charges if and to the extent so required by applicable law, in which event such Paying Agent shall make such payment after such withholding or deduction has not been able made and shall account to identify the relevant authorities for the amount so withheld or confirm receipt of those funds;deducted.

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities Notes in accordance with the Conditions (and, in so long as the case of a Temporary Notes are evidenced by the Global Security or a Permanent Global SecurityNote Certificate, the terms thereof); provided, however, that: 7.1.1 8.1.1 if any Definitive Security Global Note Certificate or Coupon Individual Note Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, upon request, the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a 8.1.2 if for any reason the Agent considers in its sole discretion that the amounts to be received by it will be, or the amounts actually received by it are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, no Paying Agent shall not be obliged (but shall be entitled) to make such payments of principal or interest in respect of the Securities, if: (a) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds); or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 7.5 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) ); 8.1.3 each Paying Agent shall cancel each Note Certificate against presentation and surrender of which it has not made full payment and shall deliver each Note Certificate so cancelled by it to, or to the order of, the Registrar and in the case of full payment in respect of the Global Note Certificate the Registrar shall instruct the Common Safekeeper to destroy such Global Note Certificate; and 8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent 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 FATCA or applicable law, in which event such Paying Agent shall make such payment after such withholding or deduction has been able made and shall account to identify the relevant authorities for the amount so withheld or confirm receipt of those funds;deducted.

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities Notes in accordance with the Conditions applicable thereto (and, in the case of a any Temporary Global Security Note or a any Permanent Global SecurityNote, the terms thereof); provided, however, that: 7.1.1 (a) if any Definitive Security Note or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 (b) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the SecuritiesNotes, if: (ai) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 5.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds); or (bii) in the case of any other Paying Agent: (iA) it has been notified in accordance with Clause 6.5 5.5 (Payments to the Fiscal Agent - Failure to confirm payment instructionsNotification of Non-Payment) that confirmation of the relevant irrevocable payment instructions has have not been received, unless it is subsequently notified that confirmation of such payment instructions has have been received; or (iiB) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 5.1 (Payments Issuer to pay Agent); (c) each Paying Agent shall ensure that payments of both principal and interest in respect of a Temporary Global Note will be made only to the Fiscal extent that certification of non U.S. beneficial ownership as required by U.S. Treasury requirements (in the form set out in the Temporary Global Notes) has been received by Euroclear and/or Clearstream, Luxembourg; (d) each Paying Agent - Issuer shall cancel each Definitive Note or Guarantor Coupon against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Agent, deliver each Definitive Note or Coupon so cancelled by it to, or to pay Fiscal the order of, the Agent; (e) in the case of payment of principal or interest against presentation of the Temporary Global Note or any Permanent Global Note, the relevant Paying Agent shall procure that there is recorded in the schedule to such Temporary Global Note or (as the case may be) such Permanent Global Note the amount of such payment and, in the case of payment of principal, the remaining principal amount of such Temporary Global Note or (as the case may be) such Permanent Global Note (which shall be the previous principal amount thereof less the amount of principal then paid) and shall procure the signature of such record on its behalf; and (f) notwithstanding any other provision of this Agreement, each Paying Agent 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 or charges if and to the extent so required by applicable law, in which event such Paying Agent shall make such payment after such withholding or deduction has not been able made and shall account to identify the relevant authorities for the amount so withheld or confirm receipt of those funds;deducted.

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities Bonds in accordance with the Conditions (and, in the case of a Temporary Global Security or a the Permanent Global SecurityBond, the terms thereof); provided, however, that: 7.1.1 if any Definitive Security Bond or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the SecuritiesBonds, if: (a) in the case of the Fiscal Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Principal Paying Agent) and has not been able to identify or confirm receipt of those funds); or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 6.7 (Payments to the Fiscal Agent - Failure to confirm payment instructionsreceive payment) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Principal Paying Agent) and has not been able to identify or confirm receipt of those funds);

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest Distribution (including any Arrears of Distribution and Additional Distribution Amount) in respect of the Securities in accordance with the Conditions (and, in so long as the case of a Temporary Securities are evidenced by the Global Security or a Permanent Global SecurityCertificate, the terms thereof); provided, however, that: 7.1.1 8.1.1 if any Definitive Security Global Certificate or Coupon Individual Certificate is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify notify, upon request, the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a 8.1.2 if for any reason the Agent considers in its sole discretion that the amounts to be received by it will be, or the amounts actually received by it are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Securities, no Paying Agent shall not be obliged (but shall be entitled) to make such payments of principal or interest in respect of the Securities, if: (ai) in the case of the Fiscal Agent, it has not received the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds); or (bii) in the case of any other Paying Agent: (ia) it has been notified in accordance with Clause 6.5 7.5 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (iib) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 7.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) ); 8.1.3 each Paying Agent shall cancel each Certificate against presentation and surrender of which it has not made full payment and shall deliver each Certificate so cancelled by it to, or to the order of, the Registrar; and 8.1.4 notwithstanding any other provision of this Agreement, each Paying Agent 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 such Paying Agent shall make such payment after such withholding or deduction has been able made and shall account to identify the relevant Authority for the amount so withheld or confirm receipt of those funds;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.

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities Bonds in accordance with the Conditions (and, in the case of a the Temporary Global Security Bond or a the Permanent Global SecurityBond, the terms thereof); provided, however, that: 7.1.1 if any Definitive Security Bond or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the SecuritiesBonds, if: (a) in the case of the Fiscal Principal Paying Agent, it has not received the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Principal Paying Agent) and has not been able to identify or confirm receipt of those funds); or (b) in the case of any other Paying Agent: (i) it has been notified in accordance with Clause 6.5 (Payments to the Fiscal Agent - Failure to confirm Confirmation of payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that the Fiscal Principal Paying Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Principal Paying Agent) and has not been able to identify or confirm receipt of those funds);

Payments by Paying Agents. Each No obligation) if any Paying Agent acting through its Specified Office shall make payments of principal and interest makes a payment in respect of Notes at a time at which the Securities in accordance with the Conditions (and, in the case of a Temporary Global Security or a Permanent Global Security, the terms thereof); provided, however, that: 7.1.1 if any Definitive Security or Coupon is presented or surrendered for payment to any Principal Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the Securities, if: (a) in the case of the Fiscal Agent, it has not received the full amount of any the relevant payment due to it under Clause 6.1 (Payments to the Fiscal Agent - Relevant Issuer or the Guarantor (in respect of an issuance by LSEGA, LSEGN or LUFC) to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds; or (b) in the case of any other Principal Paying Agent: (i) it has been notified in accordance with Clause 6.5 (Payments to ), and the Fiscal Principal Paying Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii) it is not able to establish that out of the Fiscal Agent has funds received (whether or not at the due time) the full amount of any payment due to by it under Clause 6.1 (Payments Relevant Issuer or the Guarantor (in respect of an issuance by LSEGA, LSEGN or LUFC) to pay Principal Paying Agent) to reimburse such Paying Agent therefore (whether by payment under Clause 7.2 (Reimbursement by Principal Paying Agent) or appropriation under 7.3 (Appropriation by Principal Paying Agent)), the Relevant Issuer (failing whom, the Guarantor in respect of an issuance by LSEGA, LSEGN or LUFC) shall from time to time on demand pay to the Fiscal Principal Paying Agent for the account of such Paying Agent: 7.4.1 Unfunded amount: the amount so paid out by such Paying Agent and not so reimbursed to it; and 7.4.2 Funding cost: interest on such amount from the date on which such Paying Agent made such payment until the date of reimbursement of such amount, provided, however, that any payment made under Sub-Clause 7.4.1 (Reimbursement by the Relevant Issuer or, failing whom, the Guarantor (in respect of an issuance by LSEGA, LSEGN or LUFC) - Unfunded amount) shall satisfy pro tanto the Relevant Issuer’s or, as the case may be, the Guarantor’s (in respect of an issuance by LSEGA, LSEGN or LUFC) obligations under Clause 6.1 (Relevant Issuer or the Guarantor (in respect of an issuance by LSEGA, LSEGN or LUFC) to pay Fiscal Principal Paying Agent) and has not been able to identify or confirm receipt of those funds;).

Payments by Paying Agents. Each Paying Agent acting through its Specified Office shall make payments of principal and interest in respect of the Securities Notes in accordance with the Conditions (and, in the case of a the Temporary Global Security Note or a the Permanent Global SecurityNote, the terms thereof); provided, however, that: 7.1.1 (a) if any Definitive Security Note or Coupon is presented or surrendered for payment to any Paying Agent and such Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, such Paying Agent shall forthwith notify the Issuer and the Guarantor and (if such Paying Agent is not the Fiscal Agent) the Fiscal Agent of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuer or the Guarantor and has received the amount to be so paid; 7.1.2 (b) a Paying Agent shall not be obliged (but shall be entitled) to make payments of principal or interest in respect of the SecuritiesNotes, if: (ai) in the case of the Fiscal Agent, it has not been able to ascertain that it has received the full amount of any payment due to it under Clause 6.1 6.01 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent) and has not been able to identify or confirm receipt of those funds); or (bii) in the case of any other Paying Agent: (i1) it has been notified in accordance with Clause 6.5 6.05 (Payments to the Fiscal Agent - Failure to confirm payment instructions) that confirmation of the relevant payment instructions has not been received, unless it is subsequently notified that confirmation of such payment instructions has been received; or (ii2) it is not able to establish that the Fiscal Agent has received (whether or not at the due time) the full amount of any payment due to it under Clause 6.1 6.01 (Payments to the Fiscal Agent - Issuer or Guarantor to pay Fiscal Agent); (c) each Paying Agent shall cancel each Definitive Note or Coupon against surrender of which it has made full payment and shall, in the case of a Paying Agent other than the Fiscal Agent, deliver each Definitive Note or Coupon so cancelled by it to, or to the order of, the Fiscal Agent; (d) in the case of payment of principal or interest against presentation of the Temporary Global Note or the Permanent Global Note, the relevant Paying Agent shall procure that there is noted in the schedule to the Temporary Global Note or (as the case may be) the Permanent Global Note the amount of such payment and, in the case of payment of principal, the remaining principal amount of the Temporary Global Note or (as the case may be) the Permanent Global Note (which shall be the previous principal amount thereof less the amount of principal then paid) and shall procure the signature of such notation on its behalf; and (e) notwithstanding any other provision of this Agreement, each Paying Agent 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 or charges if and to the extent so required by applicable law, in which event such Paying Agent shall make such payment after such withholding or deduction has not been able made and shall account to identify the relevant authorities for the amount so withheld or confirm receipt of those funds;deducted; provided that each Paying Agent shall promptly inform the Issuer in the event that it becomes aware that such withholding or deduction shall be required with respect to any payment hereunder.