Common use of Covenant to Pay Clause in Contracts

Covenant to Pay. The Issuer hereby covenants with the Trustee that it shall, on any date on which a payment of Principal in respect of any ETP Securities becomes due in accordance with the Conditions, unconditionally pay to the Trustee (or to the order of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deed.

Covenant to Pay. The Issuer In consideration of the Working Capital Lender agreeing to grant to the Borrower the Working Capital Facilities on the terms and subject to the conditions contained in the Facilities Agreement (a copy of which the Guarantor hereby covenants acknowledges having received) or the Lending Banks agreeing to grant to the Borrower the Ringgit Advances Facility on the terms and subject to the Conditions contained in the Facilities Agreement or the Funding Lender agreeing to grant to the Borrower the Dollar Advances Facility on the terms and subject to the conditions contained in the Facilities Agreement or the Funding Lender agreeing to grant to the Borrower the Dollar RC Facility on the terms and subject to the conditions 6 contained in the Facilities Agreement or the Beneficiaries otherwise acting under or in connection with the Trustee that it shallFacilities Agreement, the Guarantor hereby unconditionally and irrevocably guarantees, as a continuing guarantee, the due punctual payment by the Borrower of the Guaranteed Indebtedness, and conditionally and irrevocably undertakes and agrees that, if for any reason the Borrower does not make payment of any amount of the Guaranteed Indebtedness, by the time, in the currency, on any the date on which a payment of Principal and otherwise if the manner specified in (1) the Facilities Agreement in respect of any ETP Securities becomes that part of the Guaranteed Indebtedness owing to BBMB as a Working Capital Lender (whether on the normal due date, on acceleration or otherwise), (2) the Facilities Agreement in accordance with the Conditionsrespect of that part of the Guaranteed Indebtedness owing to Lending Banks (whether on the normal due date, unconditionally on acceleration or otherwise), or (3) the Facilities Agreement in respect of that part of the Guaranteed Indebtedness owing to the Funding Lender (whether on the normal due date, on acceleration or otherwise), the Guarantor will pay to the Trustee (Facility Agent on demand for its account or to the order of the Trustee) in the Relevant Currency and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount account or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to relevant Beneficiary such sum in the extent that there is failure by currency and in the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as manner provided in the relevant Trust DeedFacilities Agreement.

Covenant to Pay. The Issuer hereby Chargor covenants with the Security Trustee that it shallwill pay the Obligations of the Borrower as and when the same fall due for payment; PROVIDED, on HOWEVER, that recourse to the Chargor in connection with such undertaking shall be limited to the property charged to the Security Trustee pursuant to Clause 3 and shall be subject to the terms and conditions of the Deed of Priorities. Any right which at any date on which a payment time the Chargor has under the existing or future laws of Principal Jersey whether by virtue of the "droit de discussion" or otherwise to require that recourse be had to the assets of the Borrower before any claim is enforced against the Chargor in respect of the obligations hereby assumed by the Chargor is hereby abandoned and waived and the Chargor undertakes that if at any time the Security Trustee sues the Chargor in respect of any ETP Securities becomes due in accordance with such obligations and the Conditions, unconditionally pay Borrower is not sued also the Chargor shall not claim that the Borrower be made a party to the Trustee (proceedings and the Chargor agrees to be bound by this Deed whether or not the Chargor is made a party to legal proceedings for the recovery of the amount due or owing to the order Security Trustee as aforesaid by the Borrower and whether the formalities required by the law of Jersey whether existing or future in regard to the rights or obligations of sureties shall or shall not have been observed. Any right which the Chargor may have under the existing or future laws of Jersey whether by virtue of the Trustee) "droit de division" or otherwise to require that any liability under this Deed be divided or apportioned with any other person or reduced in the Relevant Currency any manner whatsoever is hereby abandoned and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedwaived.

Covenant to Pay. The Issuer hereby covenants will in accordance with the Trustee that it shall, this Trust Deed on any date on which a payment when the Bonds or any of Principal in respect of any ETP Securities becomes them become due in accordance with the Conditions, to be redeemed unconditionally pay to the Trustee (or to the order of the Trustee) Trustee in the Relevant Currency and London in same day cleared funds, pounds sterling in the case of any Relevant Currency other than euro, in immediately available funds the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect amount of the ETP Securities which is Bonds becoming due and payable for redemption on that date together with any applicable premium and shall will (subject to the Conditions) until such payment (both before and after any judgment or other order of a court of competent courtjurisdiction) unconditionally pay to or to the order of the Trustee in respect as aforesaid interest on the principal amount of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, the Bonds outstanding as set out in the Conditions, Conditions provided that (i1) subject to Clause 2(D)(2), every payment of any Principal sum due under in respect of the ETP Securities pursuant to the Conditions Bonds made to the Issuing and Principal Paying Agent and/or the Registrar (as the case may be) as provided in the Paying Agency Agreement shall, to that such extent, satisfy the Issuer's such obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by in its subsequent payment (in the Issuing and Paying Agent and/or case of the Registrar Global Bonds) to or to the order of the bearer thereof in accordance with the provisions of the Temporary Global Bond or the Permanent Global Bond, as the case may be, or (in the case of the Definitive Bonds) to the relevant Bondholders or (as the case may be) to pass such payment Couponholders under the Conditions or (but only for the purpose of AMBAC's rights of subrogation under the Bond Policy) to the extent that the relevant ETP Securityholders (whether via payment through is made by AMBAC under the Relevant Clearing System or otherwise) Bond Policy and (ii2) a in the case of any payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall pursuant to Condition 12, payment will be deemed to have been made when the full amount due has been received by the Issuing and Principal Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP SecurityholdersBondholders (if required in accordance with Clause 8(I)), except to the extent that there is failure by in the Issuing and Paying Agent and/or subsequent payment to the Registrar relevant Bondholders or (as the case may be) to pass such payment Couponholders under the Conditions or (but only for the purpose of AMBAC's rights of subrogation under the Bond Policy) to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of extent that the relevant Supplemental Trust Deed, payment is made by AMBAC under the Bond Policy. The Trustee will hold the benefit of this covenant on trust for itself the Bondholders and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust DeedCouponholders.

Covenant to Pay. The relevant Issuer hereby covenants with shall (but subject, in the Trustee that it shallcase of Undated ECNs, to Clause 6.2 and Condition 5(a)) (a) on any date on which a payment of Principal in respect of when any ETP Securities becomes ECNs become due to be converted agree to pay the Conversion Settlement Sum and pay any Accrued Conversion Interest and any other cash sums payable in accordance with the Conditions, and (b) on any date when any ECNs become due to be redeemed (other than upon a Conversion Trigger), unconditionally pay to the Trustee (or to the order of the Trustee) Trustee in the Relevant Currency and in same day cleared fundsContractual Currency, in the case of any Relevant Contractual Currency other than euro, in the principal financial centre for the Relevant Contractual Currency and, and in the case of euro, in a city in which banks have access to the TARGET2 TARGET System, in same day funds the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is ECNs becoming due and payable for redemption on that date and shall (subject to the Conditions) until such payment or conversion (both before and after any judgment or other order of a competent courtjudgment) unconditionally so pay to or to the order of the Trustee interest in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, the principal amount of the ECNs outstanding as set out in the Conditions, Conditions (subject to Clause 2.7) provided that (i1) subject to the provisions of Clause 2.6, payment of any Principal sum due under in respect of the ETP Securities pursuant to the Conditions ECNs made to the Issuing Issuing, Paying and Paying Conversion Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's such obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such in its subsequent payment to the relevant ETP Securityholders (whether via ECN Holders or Couponholders under the Conditions or, in the case of Undated ECNs, such subsequent payment through the Relevant Clearing System or otherwise) is not made by reason of Clause 6.2 and Condition 5(a), and (ii2) a payment of Principal made after the due date or as a result of the ETP Securities ECN becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing Issuing, Paying and Paying Conversion Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP SecurityholdersECN Holders (if required under Clause 10.8), except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such in its subsequent payment to the relevant ETP Securityholders (whether via payment through ECN Holders or Couponholders under the Relevant Clearing System or otherwise)Conditions. This covenant shall only have effect each time ETP Securities ECNs are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, shall hold the benefit of this covenant on trust for itself the ECN Holders and the ETP Securityholders Couponholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust DeedSeries.

Covenant to Pay. The Issuer Grantor hereby covenants with the Trustee that it shallCollateral Agent on demand to pay, on any date on which a payment perform and/or discharge the Secured Obligations in the manner and at the time provided for in the Secured Documents. 3 Creation and perfection of Principal in respect of any ETP Securities becomes due in accordance with the Conditions, unconditionally pay security interest 3.1 Subject to the Trustee (or terms of the Intercreditor Agreement, as a continuing security for the payment, performance and discharge of the Secured Obligations, so that the Collateral Agent shall have a security interest in the Collateral pursuant to the order Law, the Grantor hereby grants a security interest in the Collateral to the Collateral Agent and agrees that subject to the full and unconditional discharge of the Trustee) Senior Security, the Collateral Agent shall have control (as defined in the Relevant Currency Law) of the Securities. 3.2 The Grantor and in same day cleared funds, in the case Collateral Agent hereby acknowledge that the Grantor has delivered the certificates of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, title in respect of the ETP Original Securities which is due and payable on that date an undated and shall (subject signed duly completed stock transfer form to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or Credit Agreement Collateral Agent pursuant to the order terms of the Trustee Senior Security Interest Agreement. 3.3 The Grantor hereby undertakes to the Collateral Agent that: (a) contemporaneously with the execution of this agreement, it shall execute and deliver to each of the Companies, a notice materially in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as the form set out in Schedule 2 and shall procure that such Company executes and delivers to the Conditions, provided that Collateral Agent an acknowledgement materially in the form set out in Schedule 2 together with a certified copy of the register of members of such Company noting the Collateral Agent's security interest created pursuant to this agreement; and (b) immediately upon written request from the Collateral Agent following the occurrence of an Event of Default which is continuing and to the extent not already done so under the Senior Security Interest Agreement: (i) payment of any Principal due under the ETP Securities pursuant it shall assign, transfer and/or otherwise make over to the Conditions made Collateral Agent title to the Issuing Securities; and Paying Agent and/or (ii) it shall execute and deliver to each of the Registrar (as the case may be) as provided Companies a notice materially in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal form set out in Schedule 3 in respect of the relevant ETP Securities and shall procure that such Company executes and delivers to the Trustee for Collateral Agent an acknowledgement materially in the account of the ETP Securityholders except form set out in Schedule 3. 3.4 The Grantor covenants and undertakes to the extent Collateral Agent, so that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event same shall be deemed to have been made when continuing covenants and undertakings throughout the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to Security Period, that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP if Additional Securities are issued and outstandingto, when transferred to or otherwise acquired by the Trustee shallGrantor, it shall immediately upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deed.acquiring such Additional Securities,:

Covenant to Pay. The Issuer In consideration of the Lessor agreeing to lease the Rig to the Lessee pursuant to the Lease the Lessee Parent hereby covenants with the Trustee that it shall, on any date on which a payment of Principal in respect of any ETP Securities becomes due in accordance with the Conditions, unconditionally undertakes to pay to the Trustee (or to Lessor, on demand by the order of the Trustee) in the Relevant Currency and in same day cleared fundsLessor, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency all moneys and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before paragraph below, discharge all obligations and after any judgment liabilities now on hereafter due, owing or other order of a competent court) unconditionally pay to or incurred by the Lessee to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount Lessor under or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made Lease and/or any of the other Lease Documents (including, without limitation, all Rental, Termination Sum, interest, fees, costs, charges and expenses), when the same become due for payment or discharge, whether by acceleration or otherwise and whether such moneys, obligations or liabilities are express or implied, present, future or contingent, joint or several incurred as principal or surety, originally owing to the Issuing Lessor or purchased or otherwise acquired by it, denominated in Sterling or in any other currency, or incurred in any other manner whatsoever. Notwithstanding the above (and Paying Agent and/or without prejudice to the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect indemnity obligations of the relevant ETP Securities Lessee Parent in clause 2.2) where, in relation to clauses 9.4(c), 11.2(d), 17.5(a), 18.3(a) and 29.2 of the Lease the Lessee is obliged to release the Rig from arrest, the Lessee Parent shall not be liable to perform the obligations of the Lessee relating to release of the Rig from arrest pursuant to such clauses should the Lessee fail to perform its obligations under such clauses where the performance of such clauses by the Lessee Parent would require the Lessee Parent to discharge, release or assume any Indebtedness of the Lessee, the existence of which has given rise to the Trustee for the account arrest of the ETP Securityholders except Rig, but in such circumstances the Lessee Parent shall be liable to the extent that there is failure by Lessor for any costs and expenses which the Issuing and Paying Agent and/or Lessor may incur or any damages the Registrar (as the case Lessor may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or suffer as a result of the ETP Securities becoming repayable following an Event breach of Default or the occurrence any of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received such clauses by the Issuing and Paying Agent and/or the Registrar Lessee. Such liabilities shall, without limitation, include interest (as well after as before judgment) to date of payment at the case Default Rate, commission, fees and other changes and all legal and other costs, charges and expenses on a full and unqualified indemnity basis which may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure be incurred by the Issuing and Paying Agent and/or the Registrar (as the case may be) Lessor in relation to pass any such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System moneys, obligations or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution liabilities or generally in respect of the relevant Supplemental Trust DeedLessee, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust DeedLessee Parent or any Ancillary Lease Security Documents.

Covenant to Pay. The Issuer hereby Chargor covenants with the Trustee Lender to pay to the Lender on the Seventh (7th) day after the date of this Charge the principal money and interest secured by this Charge (the Chargor hereby acknowledges that it shallthis shall be the “date specified for repayment” within the meaning and for all purposes of Section 56(2) of the Land Registration Act) and if the amount secured by this Charge is not demanded on the date specified for repayment to pay to the Lender on a date three months after the date of service of written demand by the Lender to the Chargor all money and discharge all obligations and liabilities, whether actual or contingent, now or hereafter due, owing or incurred to the Lender by the Chargor or for which the Chargor is or may become liable in whatever currency denominated whether on any current or other account or otherwise in any manner whatsoever (whether alone or jointly and in whatever style, name or form and whether as principal or surety) including all liabilities in connection with negotiable instruments, drafts, payment orders, foreign exchange transactions, swap arrangements, issuing, confirming, accepting, endorsing or discounting any notes or bills or bonds, guarantees, indemnities, documentary or other credits or any instruments whatsoever from time to time entered into by the Lender for or at the request of the Chargor or in the course of the Bank’s business with the Chargor or otherwise in the discharge of all other liabilities howsoever incurred together with interest to the date on which a of payment of Principal in respect of any ETP Securities becomes due at such rates and upon such terms determined in accordance with the Conditions, unconditionally pay provisions of this Charge as may from time to time be agreed and all commissions and other banking fees and charges payable to the Trustee (Lender in accordance with the Bank’s tariff and similar instrument from time to time and, on a full indemnity basis, all legal and other costs and expenses which the Lender may incur in enforcing or seeking to enforce payment of such monies and liabilities and in relation to the order preparation, execution and enforcement of this Charge provided however that:- no payment by the Trustee) Chargor to the Lender shall be treated as being a payment on account of principal unless all interest due or deemed to be due or accrued has been paid; and all payments due to be made by the Chargor hereunder whether of principal, interest or otherwise shall be made without any set-off, counterclaim or restriction and free and clear of and without deduction whether for or on account of any present or future taxes or otherwise. If at any time whether now or in the Relevant Currency and in same day cleared funds, in future any applicable law regulation or regulatory requirement or any competent taxing authority requires the case of Chargor to make any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount deduction or Mandatory Redemption Amount, as applicable, withholding in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such taxes from any payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee this Charge for the account of the ETP Securityholders except Lender, the sum due from the Chargor in respect of such payment shall be increased to the extent necessary to ensure that there is failure after the making of such deduction or withholding, the Lender receives a net sum equal to the sum which the Lender would have received had no such deduction or withholding been required to be made and the Chargor shall indemnify the Lender against any losses or costs incurred by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass Lender by reason of such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System deduction or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedwithholding.

Covenant to Pay. The Issuer hereby Chargor covenants with the Security Trustee that it shallwill pay the Obligations of the Borrower as and when the same fall due for payment; PROVIDED, on HOWEVER, that recourse to the Chargor in connection with such undertaking shall be limited to the property charged to the Security Trustee pursuant to Clause 3 and shall be subject to the terms and conditions of the Deed of Priorities. Any right which at any date on which a payment time the Chargor has under the existing or future laws of Principal Jersey whether by virtue of the "droit de discussion" or otherwise to require that recourse be had to the assets of the Borrower before any claim is enforced against the Chargor in respect of the obligations hereby assumed by the Chargor is hereby abandoned and waived and the Chargor undertakes that if at any time the Security Trustee sues the Chargor in respect of any ETP Securities becomes due in accordance with such obligations and the Conditions, unconditionally pay Borrower is not sued also the Chargor shall not claim that the Borrower be made a party to the Trustee (proceedings and the Chargor agrees to be bound by this Deed whether or not the Chargor is made a party to legal proceedings for the recovery of the amount due or owing to the order Security Trustee as aforesaid by the Borrower and whether the formalities required by any law of Jersey whether existing or future in regard to the rights or obligations of sureties shall or shall not have been observed. Any right which the Chargor may have under the existing or future laws of Jersey whether by virtue of the Trustee) "droit de division" or otherwise to require that any liability under this Deed be divided or apportioned with any other person or reduced in the Relevant Currency any manner whatsoever is hereby abandoned and in same day cleared funds, in the case of any Relevant Currency other than euro, in the principal financial centre for the Relevant Currency and, in the case of euro, in a city in which banks have access to the TARGET2 System, the Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, in respect of the ETP Securities which is due and payable on that date and shall (subject to the Conditions) until such payment (both before and after any judgment or other order of a competent court) unconditionally pay to or to the order of the Trustee in respect of such Final Redemption Amount, Optional Redemption Amount or Mandatory Redemption Amount, as applicable, as set out in the Conditions, provided that (i) payment of any Principal due under the ETP Securities pursuant to the Conditions made to the Issuing and Paying Agent and/or the Registrar (as the case may be) as provided in the Agency Agreement shall, to that extent, satisfy the Issuer's obligation to make payments of Principal in respect of the relevant ETP Securities to the Trustee for the account of the ETP Securityholders except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise) and (ii) a payment of Principal made after the due date or as a result of the ETP Securities becoming repayable following an Event of Default or the occurrence of a Mandatory Redemption Event shall be deemed to have been made when the full amount due has been received by the Issuing and Paying Agent and/or the Registrar (as the case may be) or the Trustee and notice to that effect has been given to the ETP Securityholders, except to the extent that there is failure by the Issuing and Paying Agent and/or the Registrar (as the case may be) to pass such payment to the relevant ETP Securityholders (whether via payment through the Relevant Clearing System or otherwise). This covenant shall only have effect each time ETP Securities are issued and outstanding, when the Trustee shall, upon execution of the relevant Supplemental Trust Deed, hold the benefit of this covenant on trust for itself and the ETP Securityholders of the relevant Series of ETP Securities according to their respective interests, subject as provided in the relevant Trust Deedwaived.