Common use of Payment and Cancellation Clause in Contracts

Payment and Cancellation. (a) In order to provide for the payment of principal of and interest on the Notes as the same shall become due and payable, FMS-WM hereby agrees to pay to the Paying Agent by wire transfer of immediately available funds for credit to the account of the Paying Agent as specified in Section 3(c) of this Agreement prior to 10:00 a.m., New York City time, on each interest payment date or the maturity date (including a date fixed for redemption) of Notes in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, an amount in cash which (together with any cash then held by the Paying Agent and available for the purpose) shall be sufficient to pay the principal and/or interest, as the case may be, becoming due on such date; provided, however, that if such date is not a business day, FMS-WM shall make such payment on such other date on which the relevant payment of principal and/or interest is due pursuant to Section 3 of the Terms and Conditions of the Notes. The Paying Agent shall apply such amounts to the payment due on such date and, pending such application, such amounts shall be held in trust by the Paying Agent for the benefit of the persons entitled thereto. (b) Unless payments provided under Section 3(a) hereof shall be debited from a bank account held by FMS-WM with the Paying Agent and designated in writing by FMS-WM, as the case may be, to the Paying Agent from time to time (but at least two Business Days prior to the due date of such payments or such fewer days as the Paying Agent may at its own discretion accept), FMS-WM shall procure that the bank through which any payments due hereunder are to be made will supply the Paying Agent by 10:00 a.m., New York City time, one business day prior to the due date for any such payment, an irrevocable confirmation (by facsimile to +▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) of its intention to make such payment. (c) Subject to the FMS-WM’s compliance with Section 3(a) hereof, and subject to and in accordance with the terms of the Notes, the Paying Agent will pay or cause to be paid on behalf of FMS-WM, as the case may be, on and after each due date therefor the amounts due in respect of each series of Notes. Pending such payment, amounts received by the Paying Agent for such payment will be held in trust by the Paying Agent, as the case may be, for the benefit of the persons entitled thereto. If any payment provided for in Section 3(a) hereof is made late but otherwise in accordance with this Agreement, the Paying Agent will nevertheless endeavor to make such payment in respect of the Notes. If the Paying Agent pays out any amount due in respect of the Notes before receipt of the amount due under Section 3(a), FMS-WM shall on demand reimburse the Paying Agent for the relevant amount and pay interest to the Paying Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Paying Agent’s cost of funding the amount paid out, as certified by the Paying Agent. Any such interest shall be compounded daily. However, unless and until the full amount of any such payment has been made to the Paying Agent, the Paying Agent, as the case may be, will not be bound to make such payments. All sums payable to the Fiscal Agent hereunder shall be paid to such account with such bank as the Fiscal Agent may from time to time notify FMS-WM not less than three business days before any such sum is due and payable. Unless otherwise provided in the Notes of a series, payment of principal and interest on the Global Notes shall be made by the Paying Agent to Cede & Co. in accordance with the regular procedures established from time to time by the DTC. Payment of principal in respect of Notes of a series in definitive registered form shall be made at the office of the Paying Agent in the City of New York. Payment of interest in respect of such Notes due prior to or at maturity will be made by forwarding by mail or otherwise delivering a check to the registered addresses of registered holders of Notes, or by wire transfer or otherwise deliver transferring funds to the registered holders of the Notes. Such check shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of that one of such joint holders whose name stands first in the register as one of such joint holders. The Paying Agent shall mail or otherwise deliver such checks to the names and addresses of registered holders of Notes of a series, or otherwise deliver sufficiently in advance of the relevant due date for payment that receipt of such checks by registered holders on or before the due date is reasonably assured. At the request of a registered holder of more than $1,000,000 principal amount (or the equivalent thereof in another currency or currency unit) of Notes of a series, payments of principal or interest in respect of such Notes may be made to such holder by wire transfer to an account specified by such registered holder. In any case where a Payment Date shall not be a business day at any place of payment, then the relevant payment need not be made on such date at such place but may be made on the next succeeding day which is a business day at such place, with the same force and effect as if made on the date for such payment, and no additional interest in respect of such Payment Date shall accrue for the period from and after such Payment Date. In no event shall any Agent be required to use its own funds in making any payment on the Notes. (d) FMS-WM shall have the right to require a holder of a Note, as a condition of payment of the principal of or interest on such Note, to present (by mail, courier, facsimile or otherwise) at such place as FMS-WM shall designate a certificate in such form as FMS-WM may reasonably from time to time prescribe, to enable FMS-WM to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which FMS-WM or the Fiscal Agent may be required to deduct or withhold from payments in respect of such Note under any present or future law of the United States, or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. FMS-WM shall be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination. (e) All Notes delivered to the Fiscal Agent or the Registrar for cancellation as provided herein or in the Notes, or surrendered in exchange for other Notes, shall, to the extent applicable, be forwarded by the Fiscal Agent to the Registrar and shall be cancelled and disposed of by the Registrar or such other person as may be designated by FMS-WM, which shall thereupon furnish certificates of such destruction to FMS-WM.

Payment and Cancellation. (a) In order Payment Subject to the following provisions, the Issuer shall provide for to the Fiscal Agent in funds available on or prior to each date on which a payment of principal of and or any interest on the Notes as the same Securities shall become due and payabledue, FMS-WM hereby agrees to pay to as set forth in the Paying Agent by wire transfer of immediately available funds for credit to the account text of the Paying Agent as specified in Section 3(c) of this Agreement prior to 10:00 a.m.Securities, New York City timesuch amount, on each interest payment date or the maturity date (including a date fixed for redemption) of Notes in such coin or currency currency, as is necessary to make such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made payment of the United States principal of America as at the time of payment shall be legal tender for the payment of public and private debts, an amount in cash which (together with any cash then held by the Paying Agent and available for the purpose) shall be sufficient to pay the principal and/or interestinterest on, as the case may be, becoming the Securities set forth herein and in the text of the Securities. The Fiscal Agent shall arrange directly with any Paying Agent who may have been appointed pursuant to the provisions of Section 2 hereof for the payment from funds so paid by the Issuer of the principal of and interest on the Securities as set forth herein and in the text of the Securities. Notwithstanding the foregoing, the Issuer may provide directly to a Paying Agent funds for the payment of the principal thereof and premium and interest, if any, payable thereon under an agreement with respect to such funds containing substantially the same terms and conditions set forth in this Section 4(a) and in Section 9(b) hereof; and the Fiscal Agent shall have no responsibility with respect to any funds so provided by the Issuer to any such Paying Agent. Any interest on the Securities shall be paid, unless otherwise provided in the text of the Securities, to the Persons in whose names such Securities are registered on the register maintained pursuant to Section 7 hereof at the close of business on the record dates designated in the text of the Securities (the “registered holders”). Payments of principal of Securities shall be payable against surrender thereof at the Corporate Trust Office or office of an agent of the Fiscal Agent and at the offices of such other Paying Agents as shall have been appointed pursuant to Section 2 hereof. Payments of principal shall be made against surrender of Securities, and payments of interest on Securities shall be made, in accordance with the foregoing and subject to applicable laws and regulations, by check mailed on or before the due date for such payment to the Person entitled thereto at such Person’s address appearing on the register of the Securities maintained pursuant to Section 7 hereof, or, in the case of payments of principal, to such dateother address as the registered holder shall provide in writing at the time of such surrender; provided, however, that such payments may be made, in the case of a registered holder of greater than $1,000,000 aggregate principal amount of Securities, by wire transfer to an account maintained by the payee with a bank if such date is not a business day, FMS-WM shall make such payment on such other date on which the relevant payment of principal and/or interest is due pursuant to Section 3 of the Terms and Conditions of the Notes. The Paying Agent shall apply such amounts registered holder so elects by giving notice to the payment due on such date andFiscal Agent, pending such application, such amounts shall be held in trust by the Paying Agent for the benefit of the persons entitled thereto. not less than 15 days (b) Unless payments provided under Section 3(a) hereof shall be debited from a bank account held by FMS-WM with the Paying Agent and designated in writing by FMS-WM, as the case may be, to the Paying Agent from time to time (but at least two Business Days prior to the due date of such payments or such fewer days as the Paying Fiscal Agent may accept at its own discretion accept), FMS-WM shall procure that the bank through which any payments due hereunder are to be made will supply the Paying Agent by 10:00 a.m., New York City time, one business day discretion) prior to the due date for any such payment, an irrevocable confirmation (by facsimile to +▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) of its intention to make such payment. (c) Subject to the FMS-WM’s compliance with Section 3(a) hereof, and subject to and in accordance with the terms of the Notes, the Paying Agent will pay or cause to be paid on behalf of FMS-WM, as the case may be, on and after each due date therefor the amounts due in respect of each series of Notes. Pending such payment, amounts received by the Paying Agent for such payment will be held in trust by the Paying Agent, as the case may be, for the benefit of the persons entitled thereto. If any payment provided for in Section 3(a) hereof is made late but otherwise in accordance with this Agreement, the Paying Agent will nevertheless endeavor to make such payment in respect of the Notes. If the Paying Agent pays out any amount due in respect of the Notes before receipt of the amount due under Section 3(a), FMS-WM shall on demand reimburse the Paying Agent for the relevant amount and pay interest to the Paying Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal payments to the cost to the Paying Agent’s cost be obtained, of funding the amount paid out, as certified by the Paying Agent. Any such interest shall be compounded daily. However, unless election and until the full amount of any such payment has been made to the Paying Agent, the Paying Agent, as the case may be, will not be bound to make such payments. All sums payable to the Fiscal Agent hereunder shall be paid to such account with such bank as the Fiscal Agent may from time to time notify FMS-WM not less than three business days before any such sum is due and payable. Unless otherwise provided in the Notes of a series, payment of principal and interest on the Global Notes shall be made by the Paying Agent to Cede & Co. in accordance with the regular procedures established from time to time by the DTC. Payment of principal in respect of Notes of a series in definitive registered form shall be made at the office of the Paying Agent in the City of New York. Payment of interest in respect of such Notes due prior account to or at maturity will which payment is to be made by forwarding by mail or otherwise delivering a check to the registered addresses of registered holders of Notes, or by wire transfer or otherwise deliver transferring funds to the registered holders of the Notes. Such check shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of that one of such joint holders whose name stands first in the register as one of such joint holders. The Paying Agent shall mail or otherwise deliver such checks to the names and addresses of registered holders of Notes of a series, or otherwise deliver sufficiently in advance of the relevant due date for payment that receipt of such checks by registered holders on or before the due date is reasonably assured. At the request of a registered holder of more than $1,000,000 principal amount (or the equivalent thereof in another currency or currency unit) of Notes of a series, payments of principal or interest in respect of such Notes may be made to such holder by wire transfer to an account specified by such registered holder. In any case where a Payment Date shall not be a business day at any place of payment, then the relevant payment need not be made on such date at such place but may be made on the next succeeding day which is a business day at such place, with the same force and effect as if made on the date for such payment, and no additional interest in respect of such Payment Date shall accrue for the period from and after such Payment Date. In no event shall any Agent be required to use its own funds in making any payment on the Notesmade. (db) FMS-WM shall have the right to require a holder of a Note, as a condition of payment of the principal of or interest on such Note, to present (by mail, courier, facsimile or otherwise) at such place as FMS-WM shall designate a certificate in such form as FMS-WM may reasonably from time to time prescribe, to enable FMS-WM to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which FMS-WM or the Fiscal Agent may be required to deduct or withhold from payments in respect of such Note under any present or future law of the United States, or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. FMS-WM shall be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination. (e) Cancellation All Notes Securities delivered to the Fiscal Agent (or the Registrar any other Agent appointed pursuant to Section 2 hereof) for cancellation payment, registration of transfer or exchange as provided herein or in the Notes, or surrendered in exchange for other Notes, shall, to the extent applicable, Securities provided shall be forwarded by to the Fiscal Agent by the Agent to the Registrar and which they are delivered. All such Securities shall be cancelled canceled and disposed of by the Registrar Fiscal Agent or such other person Person as may be jointly designated by FMS-WMthe Issuer and the Fiscal Agent, which shall thereupon furnish certificates of such destruction disposal to FMS-WMthe Issuer upon the Issuer’s request.

Payment and Cancellation. (a) In order Subject to the following provisions, the Issuer shall provide to the Fiscal Agent in funds available on or prior to 10:00 A.M., New York time, on each date on which a payment of principal of (or premium, if any) or any interest on the Securities of a Series shall become due, as set forth in the text of the Securities of such Series, such amount, in such coin or currency, as is necessary to make such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made payment of the principal of (and premium, if any) and any interest on the Securities of such Series as set forth herein and in the text of said Securities. The Fiscal Agent shall arrange directly with any Paying Agent who may have been appointed by the Issuer pursuant to the provisions of Section 2 hereof for the payment from funds so paid by the Issuer of the principal of (and premium, if any) and any interest on the Securities of such Series as set forth herein and in the text of said Securities. Notwithstanding the foregoing, where the Authorization expressly so provides and the Issuer so notifies the Fiscal Agent, the Issuer may provide directly to a Paying Agent funds for the payment of the principal of thereof and interest on the Notes as premium and interest, if any, payable thereon under an agreement with respect to such funds containing substantially the same shall become due terms and payable, FMS-WM hereby agrees to pay to the Paying Agent by wire transfer of immediately available funds for credit to the account of the Paying Agent as specified conditions set forth in this Section 4(a) and in Section 3(c8(b) hereof; and the Fiscal Agent shall have no responsibility with respect to any funds so provided by the Issuer to any such Paying Agent. For the avoidance of this Agreement doubt, the Fiscal Agent shall not be bound to make payment until satisfied that full payment has been received from the Issuer. The Issuer shall prior to 10:00 a.m.A.M., New York City time, on each interest the second business day immediately preceding any payment date or pursuant to this Section 4(a), send to the maturity date (including a date fixed for redemption) of Notes in Fiscal Agent irrevocable confirmation that such coin or currency of the United States of America as payment will be made at the time set forth above and the details of payment the bank through which the Issuer is to make such payments. Any interest on Securities of a Series shall be legal tender for paid, unless otherwise provided in the payment text of public and private debtsthe Securities of such Series, an amount to the persons (the “registered Holders”) in cash which (together with any cash then held by whose names such Securities are registered on the Paying Agent and available for the purpose) shall be sufficient to pay the principal and/or interest, as the case may be, becoming due on such date; provided, however, that if such date is not a business day, FMS-WM shall make such payment on such other date on which the relevant payment of principal and/or interest is due register maintained pursuant to Section 3 6 hereof at the close of business on the record dates designated in the text of the Terms Securities of such Series. Principal of (and Conditions premium, if any, on) Securities of a Series shall be payable against surrender thereof at the corporate trust office of the NotesFiscal Agent and at the offices of such other Paying Agents as the Issuer shall have appointed pursuant to Section 2 hereof. The Paying Agent shall apply such amounts to the payment due Payments of principal of (and premium, if any) and any interest on such date and, pending such application, such amounts registered Securities of a Series shall be held made in trust by accordance with the Paying Agent for foregoing and in the benefit manner set forth in the Securities of the persons entitled theretosuch Series, subject to applicable laws and regulations. (b) Unless payments provided under Section 3(a) hereof shall be debited from a bank account held by FMS-WM with In respect of the Paying Agent and designated in writing by FMS-WMSecurities of each Series issued hereunder, as the case may be, to the Paying Agent from time to time (but at least two Business Days 10 days prior to the due first date of payment of interest (which, for purposes of this subsection (b), shall include accrued original issue discount, if any) on the Securities of such payments Series and at least 10 days prior to each date, if any, of payment of principal (and premium, if any) or such fewer days as interest thereafter if there has been any change with respect to the matters set forth in the below-mentioned certificate, the Issuer will furnish the Fiscal Agent and each other Paying Agent may at its own discretion accept)with a certificate of an Authorized Officer instructing the Fiscal Agent and each other Paying Agent whether such payment of principal of (and premium, FMS-WM if any) or any interest on the Securities of such Series shall procure that be made without deduction or withholding for or on account of any tax, assessment or other governmental charge. If any such deduction or withholding shall be required, then such certificate shall specify, by country, the bank through which any payments due hereunder are amount, if any, required to be made will supply the Paying Agent by 10:00 a.m., New York City time, one business day prior withheld on such payment to the due date for any holders of Securities of such payment, an irrevocable confirmation (by facsimile to +▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) of its intention to make such payment. (c) Subject to the FMS-WM’s compliance with Section 3(a) hereofSeries, and subject to and in accordance with the terms of the Notes, the Paying Agent Issuer will pay or cause to be paid on behalf of FMS-WM, as the case may be, on and after each due date therefor the amounts due in respect of each series of Notes. Pending such payment, amounts received by the Paying Agent for such payment will be held in trust by the Paying Agent, as the case may be, for the benefit of the persons entitled thereto. If any payment provided for in Section 3(a) hereof is made late but otherwise in accordance with this Agreement, the Paying Agent will nevertheless endeavor to make such payment in respect of the Notes. If the Paying Agent pays out any amount due in respect of the Notes before receipt of the amount due under Section 3(a), FMS-WM shall on demand reimburse the Paying Agent for the relevant amount and pay interest to the Paying Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Paying Agent’s cost of funding the amount paid out, as certified by the Paying Agent. Any such interest shall be compounded daily. However, unless and until the full amount of any such payment has been made to the Paying Agent, the Paying Agent, as the case may be, will not be bound to make such payments. All sums payable to the Fiscal Agent hereunder shall (or, if applicable, directly to a Paying Agent or Agents) additional amounts, if any, required by the terms of the Securities of such Series to be paid paid. The Issuer agrees to such account with such bank as indemnify the Fiscal Agent may from time to time notify FMS-WM not less than three business days before any such sum is due and payable. Unless otherwise provided in the Notes of a series, payment of principal and interest on the Global Notes shall be made by the each other Paying Agent to Cede & Co. in accordance with the regular procedures established from time to time by the DTC. Payment of principal in respect of Notes of a series in definitive registered form shall be made at the office of the Paying Agent in the City of New York. Payment of interest in respect of such Notes due prior to or at maturity will be made by forwarding by mail or otherwise delivering a check to the registered addresses of registered holders of Notes, or by wire transfer or otherwise deliver transferring funds to the registered holders of the Notes. Such check shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of that one of such joint holders whose name stands first in the register as one of such joint holders. The Paying Agent shall mail or otherwise deliver such checks to the names and addresses of registered holders of Notes of a series, or otherwise deliver sufficiently in advance of the relevant due date for payment that receipt of such checks by registered holders on or before the due date is reasonably assured. At the request of a registered holder of more than $1,000,000 principal amount (or the equivalent thereof in another currency or currency unit) of Notes of a series, payments of principal or interest in respect of such Notes may be made to such holder by wire transfer to an account specified by such registered holder. In any case where a Payment Date shall not be a business day at any place of payment, then the relevant payment need not be made on such date at such place but may be made on the next succeeding day which is a business day at such place, with the same force and effect as if made on the date for such paymentfor, and no additional interest to hold them harmless against, any loss, liability or expense properly incurred without negligence or bad faith on their part arising out of or in respect of such Payment Date shall accrue for the period from and after such Payment Date. In no event shall connection with actions taken or omitted by them in reliance on any Agent be required to use its own funds in making any payment on the Notescertificate furnished pursuant hereto. (d) FMS-WM shall have the right to require a holder of a Note, as a condition of payment of the principal of or interest on such Note, to present (by mail, courier, facsimile or otherwise) at such place as FMS-WM shall designate a certificate in such form as FMS-WM may reasonably from time to time prescribe, to enable FMS-WM to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which FMS-WM or the Fiscal Agent may be required to deduct or withhold from payments in respect of such Note under any present or future law of the United States, or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. FMS-WM shall be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination. (ec) All Notes Securities delivered to the Fiscal Agent (or any other Agent appointed by the Registrar Issuer pursuant to Section 2 hereof) for cancellation payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment as provided herein or in the Notes, or surrendered in exchange for Securities provided (other Notes, shall, than Securities delivered to the extent applicable, Fiscal Agent) shall be forwarded to the Fiscal Agent by the Agent to which they are delivered. All such Securities shall be cancelled and destroyed by the Fiscal Agent to the Registrar and shall be cancelled and disposed of by the Registrar or such other person as may be jointly designated by FMS-WMthe Issuer and the Fiscal Agent, which shall thereupon furnish certificates of such destruction to FMS-WMthe Issuer. (d) All references in this Agreement to principal, premium and interest in respect of Securities of a Series shall, unless the context otherwise requires, be deemed to mean and include all additional amounts, if any, payable in respect thereof as set forth in the text of the Securities of such Series.

Payment and Cancellation. (a) In order Subject to provide for the payment following provisions, the Corporation will pay to the Fiscal Agent outside the Commonwealth of Australia in respect of principal of and any premium and interest on the Notes as Securities of a Series the same shall become due and payableamounts, FMS-WM hereby agrees to pay to the Paying Agent by wire transfer of immediately available funds for credit to the account of the Paying Agent as specified in Section 3(c) of this Agreement prior to 10:00 a.m., New York City time, on each interest payment date or the maturity date (including a date fixed for redemption) of Notes in such coin or currency currency, at the times and for the purposes set forth herein and in the text of the United States Securities of America as at such Series, and the time of payment shall be legal tender for Corporation hereby authorizes and directs the payment of public and private debts, an amount in cash which (together with any cash then held by the Paying Agent and available for the purpose) shall be sufficient to pay the principal and/or interest, as the case may be, becoming due on such date; provided, however, that if such date is not a business day, FMS-WM shall make such payment on such other date on which the relevant payment of principal and/or interest is due pursuant to Section 3 of the Terms and Conditions of the Notes. The Paying Agent shall apply such amounts to the payment due on such date and, pending such application, such amounts shall be held in trust by the Paying Agent for the benefit of the persons entitled thereto. (b) Unless payments provided under Section 3(a) hereof shall be debited from a bank account held by FMS-WM with the Paying Agent and designated in writing by FMS-WM, as the case may be, to the Paying Fiscal Agent from time funds so paid to time (but at least two Business Days prior it to the due date of such payments make or such fewer days as the Paying Agent may at its own discretion accept), FMS-WM shall procure that the bank through which any payments due hereunder are cause to be made payment of the principal of and any premium and interest on the Securities of such Series as set forth herein and in the text of the said Securities. The Fiscal Agent shall, upon request of the Corporation, notify the Corporation of the aggregate principal amount outstanding of Securities of a Series as of the date specified in such request. The Corporation will supply notify the Paying Fiscal Agent by no later than 10:00 a.m., New York City London time, one business day on the third Business Day (as defined in the text of the Securities) prior to the due date for any such payment, an irrevocable confirmation (by facsimile to +▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) of its intention to make such payment. (c) Subject to the FMS-WM’s compliance with Section 3(a) hereof, and subject to and in accordance with the terms payment of the Notes, the Paying Agent will pay or cause amounts to be paid on behalf of FMS-WM, as such date and the case may be, on and after each due date therefor the amounts due in respect of each series of Notes. Pending such payment, amounts received by the Paying Agent for bank through which such payment will be held in trust made on such date. The Fiscal Agent will arrange directly with any other agent who may have been appointed by the Paying Agent, as Corporation pursuant to the case may be, provisions of Section 2 of this Agreement for the benefit payment from funds furnished by the Corporation of the persons entitled thereto. If principal of and any payment provided for in Section 3(a) hereof is made late but otherwise in accordance with this Agreement, the Paying Agent will nevertheless endeavor to make such payment in respect of the Notes. If the Paying Agent pays out any amount due in respect of the Notes before receipt of the amount due under Section 3(a), FMS-WM shall on demand reimburse the Paying Agent for the relevant amount and pay interest to the Paying Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Paying Agent’s cost of funding the amount paid out, as certified by the Paying Agent. Any such interest shall be compounded daily. However, unless and until the full amount of any such payment has been made to the Paying Agent, the Paying Agent, as the case may be, will not be bound to make such payments. All sums payable to the Fiscal Agent hereunder shall be paid to such account with such bank as the Fiscal Agent may from time to time notify FMS-WM not less than three business days before any such sum is due and payable. Unless otherwise provided in the Notes of a series, payment of principal premium and interest on the Global Notes Securities of such Series as set forth herein and in the text of the said Securities. Notwithstanding the foregoing, where the Securities of a Series so provide, the Corporation may pay to an agent specifically designated for the purpose funds for the payment of the principal thereof and any premium and interest payable thereon under an agreement with respect to such funds containing substantially the same terms and conditions set forth in this Section 4(a) and in Section 8(b); and in such event, the Fiscal Agent shall be made have no responsibility with respect to any funds so paid by the Paying Agent Corporation to Cede & Co. in accordance with the regular procedures established from time to time by the DTC. Payment of principal in respect of Notes of a series in definitive registered form shall be made at the office of the Paying Agent in the City of New York. Payment of interest in respect of any such Notes due prior to or at maturity will be made by forwarding by mail or otherwise delivering a check to the registered addresses of registered holders of Notes, or by wire transfer or otherwise deliver transferring funds to the registered holders of the Notes. Such check shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of that one of such joint holders whose name stands first in the register as one of such joint holders. The Paying Agent shall mail or otherwise deliver such checks to the names and addresses of registered holders of Notes of a series, or otherwise deliver sufficiently in advance of the relevant due date for payment that receipt of such checks by registered holders on or before the due date is reasonably assured. At the request of a registered holder of more than $1,000,000 principal amount (or the equivalent thereof in another currency or currency unit) of Notes of a series, payments of principal or interest in respect of such Notes may be made to such holder by wire transfer to an account specified by such registered holderagent. In any case where a Payment Date the time of any payment set forth herein or in the text of the Securities shall not be a business day at any place of paymentBusiness Day, then (notwithstanding any other provision of this Agreement or of the relevant Securities) such payment need not be made on such date at such place date, but may be made on the next succeeding day which is a business day at such place, Business Day with the same force and effect as if it were made on at the date for such paymenttime set forth herein or in the text of the Securities, and provided that no additional interest in respect of such Payment Date shall accrue with respect to any payment for the period from and after such Payment Datethe time of payment set forth herein or in the text of the Securities. In no event shall The principal of and any Agent be required to use its own funds in making any payment premium and interest on the NotesSecurities of a Series shall be payable in the currency or currencies set forth in the Securities of such Series. The principal of and any premium and interest on any Securities of a Series in registered or global form shall be payable by check drawn upon, or by a transfer to an account maintained by the payee with, a bank in the City of New York or, additionally or alternatively, in such other manner or at such other place outside the Commonwealth of Australia as may be set forth or provided for in the Securities of such Series. (db) FMS-WM The Corporation shall have the right to require a holder of a NoteSecurity, as a condition of payment of the principal of or premium or interest on such NoteSecurity, to present (by mail, courier, facsimile or otherwise) at such place as FMS-WM shall designate the office of any paying agency a certificate in such form as FMS-WM the Corporation may reasonably from time to time prescribe, and deliver such certificate in writing to a Paying Agent, in order to comply with applicable law or regulation, to enable FMS-WM the Corporation to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which FMS-WM the Corporation or the Fiscal Agent may be required to deduct or withhold from payments in respect of such Note Security under any present or future law of the United States, Commonwealth of Australia or any regulation of any taxing authority corporation thereof or therein and (ii) any reporting or other requirements under such laws or regulations. FMS-WM The Corporation shall be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination. (ec) All Notes Securities delivered to the Fiscal Agent (or any other agent appointed by the Registrar Corporation pursuant to Section 2) for cancellation as provided herein or in the NotesSecurities provided, or surrendered received in exchange for other Notes, shall, to the extent applicable, Securities shall be forwarded cancelled and destroyed by the Fiscal Agent to the Registrar and shall be cancelled and disposed of by the Registrar or such other person as may be designated by FMS-WMthe Corporation, which shall thereupon furnish certificates of such destruction to FMS-WMthe Corporation. (d) Subject to the Scheme Rules, the Claims Agent Operating Procedures set forth below and any provisions to the contrary in the Commonwealth Guaranteed Securities, the holders of the Commonwealth Guaranteed Securities will be deemed to authorize and direct the Fiscal Agent, in its capacity as Claims Agent, from funds so received by it from the Commonwealth of Australia under the Commonwealth Guarantee to make or cause to be made payment of such amounts to the holders of the Commonwealth Guaranteed Securities in respect of which such funds were so received in accordance with the payment provisions of Section 4(a) hereof as if such funds were provided by the Corporation.

Payment and Cancellation. (a) In order to provide for the payment of principal of and interest on the Notes as the same shall become due and payable, FMS-WM hereby agrees to pay to the Paying Agent by wire transfer of immediately available funds for credit to the account of the Paying Agent as specified in Section 3(c) of this Agreement prior to 10:00 a.m., New York City time, on each interest payment date or the maturity date (including a date fixed for redemption) of Notes in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, an amount in cash which (together with any cash then held by the Paying Agent and available for the purpose) shall be sufficient to pay the principal and/or interest, as the case may be, becoming due on such date; provided, however, that if such date is not a business day, FMS-WM shall make such payment on such other date on which the relevant payment of principal and/or interest is due pursuant to Section 3 of the Terms and Conditions of the Notes. The Paying Agent shall apply such amounts to the payment due on such date and, pending such application, such amounts shall be held in trust by the Paying Agent for the benefit of the persons entitled thereto. (b) Unless payments provided under Section 3(a) hereof shall be debited from a bank account held by FMS-WM with the Paying Agent and designated in writing by FMS-WM, as the case may be, to the Paying Agent from time to time (but at least two Business Days prior to the due date of such payments or such fewer days as the Paying Agent may at its own discretion accept), FMS-WM shall procure that the bank through which any payments due hereunder are to be made will supply the Paying Agent by 10:00 a.m., New York City time, one business day prior to the due date for any such payment, an irrevocable confirmation (by facsimile to +▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) of its intention to make such payment. (c) Subject to the FMS-WM’s compliance with Section 3(a) hereof, and subject to and in accordance with the terms of the Notes, the Paying Agent will pay or cause to be paid on behalf of FMS-WM, as the case may be, on and after each due date therefor the amounts due in respect of each series of Notes. Pending such payment, amounts received by the Paying Agent for such payment will be held in trust by the Paying Agent, as the case may be, for the benefit of the persons entitled thereto. If any payment provided for in Section 3(a) hereof is made late but otherwise in accordance with this Agreement, the Paying Agent will nevertheless endeavor to make such payment in respect of the Notes. If the Paying Agent pays out any amount due in respect of the Notes before receipt of the amount due under Section 3(a), FMS-WM shall on demand reimburse the Paying Agent for the relevant amount and pay interest to the Paying Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Paying Agent’s cost of funding the amount paid out, as certified by the Paying Agent. Any such interest shall be compounded daily. However, unless and until the full amount of any such payment has been made to the Paying Agent, the Paying Agent, as the case may be, will not be bound to make such payments. All sums payable to the Fiscal Agent hereunder shall be paid to such account with such bank as the Fiscal Agent may from time to time notify FMS-WM not less than three business days before any such sum is due and payable. Unless otherwise provided in the Notes of a series, payment of principal and interest on the Global Notes shall be made by the Paying Agent to Cede & Co. in accordance with the regular procedures established from time to time by the Depositary Trust Company (“DTC”). Payment of principal in respect of Notes of a series in definitive registered form shall be made at the office of the Paying Agent in the City of New York. Payment of interest in respect of such Notes due prior to or at maturity will be made by forwarding by mail or otherwise delivering a check to the registered addresses of registered holders of Notes, or by wire transfer or otherwise deliver transferring funds to the registered holders of the Notes. Such check shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of that one of such joint holders whose name stands first in the register as one of such joint holders. The Paying Agent shall mail or otherwise deliver such checks to the names and addresses of registered holders of Notes of a series, or otherwise deliver sufficiently in advance of the relevant due date for payment that receipt of such checks by registered holders on or before the due date is reasonably assured. At the request of a registered holder of more than $1,000,000 principal amount (or the equivalent thereof in another currency or currency unit) of Notes of a series, payments of principal or interest in respect of such Notes may be made to such holder by wire transfer to an account specified by such registered holder. In any case where a Payment Date shall not be a business day at any place of payment, then the relevant payment need not be made on such date at such place but may be made on the next succeeding day which is a business day at such place, with the same force and effect as if made on the date for such payment, and no additional interest in respect of such Payment Date shall accrue for the period from and after such Payment Date. In no event shall any Agent be required to use its own funds in making any payment on the Notes. (d) FMS-WM shall have the right to require a holder of a Note, as a condition of payment of the principal of or interest on such Note, to present (by mail, courier, facsimile or otherwise) at such place as FMS-WM shall designate a certificate in such form as FMS-WM may reasonably from time to time prescribe, to enable FMS-WM to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which FMS-WM or the Fiscal Agent may be required to deduct or withhold from payments in respect of such Note under any present or future law of the United States, or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. FMS-WM shall be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination. (e) All Notes delivered to the Fiscal Agent or the Registrar for cancellation as provided herein or in the Notes, or surrendered in exchange for other Notes, shall, to the extent applicable, be forwarded by the Fiscal Agent to the Registrar and shall be cancelled and disposed of by the Registrar or such other person as may be designated by FMS-WM, which shall thereupon furnish certificates of such destruction to FMS-WM.

Payment and Cancellation. (a) In order Subject to the following provisions, the Issuer shall provide to the Fiscal Agent in funds available on or prior to 10:00 A.M., New York time, on each date on which a payment of principal of (or premium, if any) or any interest on the Securities of a Series shall become due, as set forth in the text of the Securities of such Series, such amount, in such coin or currency, as is necessary to make such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made payment of the principal of (and premium, if any) and any interest on the Securities of such Series as set forth herein and in the text of said Securities. The Fiscal Agent shall arrange directly with any Paying Agent who may have been appointed by the Issuer pursuant to the provisions of Section 2 hereof for the payment from funds so paid by the Issuer of the principal of (and premium, if any) and any interest on the Securities of such Series as set forth herein and in the text of said Securities. Notwithstanding the foregoing, where the Authorization expressly so provides and the Issuer so notifies the Fiscal Agent, the Issuer may provide directly to a Paying Agent funds for the payment of the principal of thereof and interest on the Notes as premium and interest, if any, payable thereon under an agreement with respect to such funds containing substantially the same shall become due terms and payable, FMS-WM hereby agrees to pay to the Paying Agent by wire transfer of immediately available funds for credit to the account of the Paying Agent as specified conditions set forth in this Section 4(a) and in Section 3(c8(b) hereof; and the Fiscal Agent shall have no responsibility with respect to any funds so provided by the Issuer to any such Paying Agent. For the avoidance of this Agreement doubt, the Fiscal Agent shall not be bound to make payment until satisfied that full payment has been received from the Issuer. The Issuer shall prior to 10:00 a.m.A.M., New York City time, on each interest the second business day immediately preceding any payment date or pursuant to this Section 4(a), send to the maturity date (including a date fixed for redemption) of Notes in Fiscal Agent irrevocable confirmation that such coin or currency of the United States of America as payment will be made at the time set forth above and the details of payment the bank through which the Issuer is to make such payments. Any interest on Securities of a Series shall be legal tender for paid, unless otherwise provided in the payment text of public and private debtsthe Securities of such Series, an amount to the persons (the “registered Holders”) in cash which (together with any cash then held by whose names such Securities are registered on the Paying Agent and available for the purpose) shall be sufficient to pay the principal and/or interest, as the case may be, becoming due on such date; provided, however, that if such date is not a business day, FMS-WM shall make such payment on such other date on which the relevant payment of principal and/or interest is due register maintained pursuant to Section 3 6 hereof at the close of business on the record dates designated in the text of the Terms Securities of such Series. Principal of (and Conditions premium, if any, on) Securities of a Series shall be payable against surrender thereof at the corporate trust office of the NotesFiscal Agent and at the offices of such other Paying Agents as the Issuer shall have appointed pursuant to Section 2 hereof. The Paying Agent shall apply such amounts to the payment due Payments of principal of (and premium, if any) and any interest on such date and, pending such application, such amounts registered Securities of a Series shall be held made in trust by accordance with the Paying Agent for foregoing and in the benefit manner set forth in the Securities of the persons entitled theretosuch Series, subject to applicable laws and regulations. (b) Unless payments provided under Section 3(a) hereof shall be debited from a bank account held by FMS-WM with In respect of the Paying Agent and designated in writing by FMS-WMSecurities of each Series issued hereunder, as the case may be, to the Paying Agent from time to time (but at least two Business Days 10 days prior to the due first date of payment of interest (which, for purposes of this subsection (b), shall include accrued original issue discount, if any) on the Securities of such payments Series and at least 10 days prior to each date, if any, of payment of principal (and premium, if any) or such fewer days as interest thereafter if there has been any change with respect to the matters set forth in the below-mentioned certificate, the Issuer will furnish the Fiscal Agent and each other Paying Agent may at its own discretion accept)with a certificate of an Authorized Officer instructing the Fiscal Agent and each other Paying Agent whether such payment of principal of (and premium, FMS-WM if any) or any interest on the Securities of such Series shall procure that be made without deduction or withholding for or on account of any tax, assessment or other governmental charge. If any such deduction or withholding shall be required, then such certificate shall specify, by country, the bank through which any payments due hereunder are amount, if any, required to be made will supply the Paying Agent by 10:00 a.m., New York City time, one business day prior withheld on such payment to the due date for any holders of Securities of such payment, an irrevocable confirmation (by facsimile to +▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) of its intention to make such payment. (c) Subject to the FMS-WM’s compliance with Section 3(a) hereofSeries, and subject to and in accordance with the terms of the Notes, the Paying Agent Issuer will pay or cause to be paid on behalf of FMS-WM, as the case may be, on and after each due date therefor the amounts due in respect of each series of Notes. Pending such payment, amounts received by the Paying Agent for such payment will be held in trust by the Paying Agent, as the case may be, for the benefit of the persons entitled thereto. If any payment provided for in Section 3(a) hereof is made late but otherwise in accordance with this Agreement, the Paying Agent will nevertheless endeavor to make such payment in respect of the Notes. If the Paying Agent pays out any amount due in respect of the Notes before receipt of the amount due under Section 3(a), FMS-WM shall on demand reimburse the Paying Agent for the relevant amount and pay interest to the Paying Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to the Paying Agent’s cost of funding the amount paid out, as certified by the Paying Agent. Any such interest shall be compounded daily. However, unless and until the full amount of any such payment has been made to the Paying Agent, the Paying Agent, as the case may be, will not be bound to make such payments. All sums payable to the Fiscal Agent hereunder shall (or, if applicable, directly to a Paying Agent or Agents) additional amounts, if any, required by the terms of the Securities of such Series to be paid paid. The Issuer agrees to such account with such bank as indemnify the Fiscal Agent may from time to time notify FMS-WM not less than three business days before any such sum is due and payable. Unless otherwise provided in the Notes of a series, payment of principal and interest on the Global Notes shall be made by the each other Paying Agent to Cede & Co. in accordance with the regular procedures established from time to time by the DTC. Payment of principal in respect of Notes of a series in definitive registered form shall be made at the office of the Paying Agent in the City of New York. Payment of interest in respect of such Notes due prior to or at maturity will be made by forwarding by mail or otherwise delivering a check to the registered addresses of registered holders of Notes, or by wire transfer or otherwise deliver transferring funds to the registered holders of the Notes. Such check shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of that one of such joint holders whose name stands first in the register as one of such joint holders. The Paying Agent shall mail or otherwise deliver such checks to the names and addresses of registered holders of Notes of a series, or otherwise deliver sufficiently in advance of the relevant due date for payment that receipt of such checks by registered holders on or before the due date is reasonably assured. At the request of a registered holder of more than $1,000,000 principal amount (or the equivalent thereof in another currency or currency unit) of Notes of a series, payments of principal or interest in respect of such Notes may be made to such holder by wire transfer to an account specified by such registered holder. In any case where a Payment Date shall not be a business day at any place of payment, then the relevant payment need not be made on such date at such place but may be made on the next succeeding day which is a business day at such place, with the same force and effect as if made on the date for such paymentfor, and no additional interest to hold them harmless against, any loss, liability or expense properly incurred without negligence or bad faith on their part arising out of or in respect of such Payment Date shall accrue for the period from and after such Payment Date. In no event shall connection with actions taken or omitted by them in reliance on any Agent be required to use its own funds in making any payment on the Notescertificate furnished pursuant hereto. (d) FMS-WM shall have the right to require a holder of a Note, as a condition of payment of the principal of or interest on such Note, to present (by mail, courier, facsimile or otherwise) at such place as FMS-WM shall designate a certificate in such form as FMS-WM may reasonably from time to time prescribe, to enable FMS-WM to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which FMS-WM or the Fiscal Agent may be required to deduct or withhold from payments in respect of such Note under any present or future law of the United States, or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. FMS-WM shall be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination. (ec) All Notes Securities delivered to the Fiscal Agent (or any other Agent appointed by the Registrar Issuer pursuant to Section 2 hereof) for cancellation payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment as provided herein or in the Notes, or surrendered in exchange for Securities provided (other Notes, shall, than Securities delivered to the extent applicable, Fiscal Agent) shall be forwarded to the Fiscal Agent by the Agent to which they are delivered. All such Securities shall be canceled and destroyed by the Fiscal Agent to the Registrar and shall be cancelled and disposed of by the Registrar or such other person as may be jointly designated by FMS-WMthe Issuer and the Fiscal Agent, which shall thereupon furnish certificates of such destruction to FMS-WMthe Issuer. (d) All references in this Agreement to principal, premium and interest in respect of Securities of a Series shall, unless the context otherwise requires, be deemed to mean and include all additional amounts, if any, payable in respect thereof as set forth in the text of the Securities of such Series.

Payment and Cancellation. (a) In order Subject to the following provisions, the Issuer shall provide for to the Fiscal Agent in funds available on or prior to each date on which a payment of principal of and or any interest on the Notes as the same Securities shall become due and payabledue, FMS-WM hereby agrees to pay to as set forth in the Paying Agent by wire transfer of immediately available funds for credit to the account text of the Paying Agent as specified in Section 3(c) of this Agreement prior to 10:00 a.m.Securities, New York City timesuch amount, on each interest payment date or the maturity date (including a date fixed for redemption) of Notes in such coin or currency currency, as is necessary to make such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made payment of the United States principal of America as at the time of payment shall be legal tender for the payment of public and private debts, an amount in cash which (together with any cash then held by the Paying Agent and available for the purpose) shall be sufficient to pay the principal and/or interestinterest on, as the case may be, becoming the Securities set forth herein and in the text of the Securities. The Fiscal Agent shall arrange directly with any Paying Agent who may have been appointed pursuant to the provisions of Section 2 hereof for the payment from funds so paid by the Issuer of the principal of and interest on the Securities as set forth herein and in the text of the Securities. Notwithstanding the foregoing, the Issuer may provide directly to a Paying Agent funds for the payment of the principal thereof and premium and interest, if any, payable thereon under an agreement with respect to such funds containing substantially the same terms and conditions set forth in this Section 4(a) and in Section 9(b) hereof; and the Fiscal Agent shall have no responsibility with respect to any funds so provided by the Issuer to any such Paying Agent. Any interest on the Securities shall be paid, unless otherwise provided in the text of the Securities, to the Persons in whose names such Securities are registered on the register maintained pursuant to Section 7 hereof at the close of business on the record dates designated in the text of the Securities (the “registered holders”). Payments of principal of Securities shall be payable against surrender thereof at the corporate trust office or office of an agent of the Fiscal Agent and at the offices of such other Paying Agents as shall have been appointed pursuant to Section 2 hereof. Payments of principal shall be made against surrender of Securities, and payments of interest on Securities shall be made, in accordance with the foregoing and subject to applicable laws and regulations, by check mailed on or before the due date for such payment to the Person entitled thereto at such Person’s address appearing on the register of the Securities maintained pursuant to Section 7 hereof, or, in the case of payments of principal, to such dateother address as the registered holder shall provide in writing at the time of such surrender; provided, however, that such payments may be made, in the case of a registered holder of greater than $1,000,000 aggregate principal amount of Securities, by transfer to an account maintained by the payee with a bank if such date is not a business day, FMS-WM shall make such payment on such other date on which the relevant payment of principal and/or interest is due pursuant to Section 3 of the Terms and Conditions of the Notes. The Paying Agent shall apply such amounts registered holder so elects by giving notice to the payment due on such date andFiscal Agent, pending such application, such amounts shall be held in trust by the Paying Agent for the benefit of the persons entitled thereto. not less than 15 days (b) Unless payments provided under Section 3(a) hereof shall be debited from a bank account held by FMS-WM with the Paying Agent and designated in writing by FMS-WM, as the case may be, to the Paying Agent from time to time (but at least two Business Days prior to the due date of such payments or such fewer days as the Paying Fiscal Agent may accept at its own discretion accept), FMS-WM shall procure that the bank through which any payments due hereunder are to be made will supply the Paying Agent by 10:00 a.m., New York City time, one business day discretion) prior to the due date for any such payment, an irrevocable confirmation (by facsimile to +▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇) of its intention to make such payment. (c) Subject to the FMS-WM’s compliance with Section 3(a) hereof, and subject to and in accordance with the terms of the Notes, the Paying Agent will pay or cause to be paid on behalf of FMS-WM, as the case may be, on and after each due date therefor the amounts due in respect of each series of Notes. Pending such payment, amounts received by the Paying Agent for such payment will be held in trust by the Paying Agent, as the case may be, for the benefit of the persons entitled thereto. If any payment provided for in Section 3(a) hereof is made late but otherwise in accordance with this Agreement, the Paying Agent will nevertheless endeavor to make such payment in respect of the Notes. If the Paying Agent pays out any amount due in respect of the Notes before receipt of the amount due under Section 3(a), FMS-WM shall on demand reimburse the Paying Agent for the relevant amount and pay interest to the Paying Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal payments to the cost to the Paying Agent’s cost be obtained, of funding the amount paid out, as certified by the Paying Agent. Any such interest shall be compounded daily. However, unless election and until the full amount of any such payment has been made to the Paying Agent, the Paying Agent, as the case may be, will not be bound to make such payments. All sums payable to the Fiscal Agent hereunder shall be paid to such account with such bank as the Fiscal Agent may from time to time notify FMS-WM not less than three business days before any such sum is due and payable. Unless otherwise provided in the Notes of a series, payment of principal and interest on the Global Notes shall be made by the Paying Agent to Cede & Co. in accordance with the regular procedures established from time to time by the DTC. Payment of principal in respect of Notes of a series in definitive registered form shall be made at the office of the Paying Agent in the City of New York. Payment of interest in respect of such Notes due prior account to or at maturity will which payment is to be made by forwarding by mail or otherwise delivering a check to the registered addresses of registered holders of Notes, or by wire transfer or otherwise deliver transferring funds to the registered holders of the Notes. Such check shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of that one of such joint holders whose name stands first in the register as one of such joint holders. The Paying Agent shall mail or otherwise deliver such checks to the names and addresses of registered holders of Notes of a series, or otherwise deliver sufficiently in advance of the relevant due date for payment that receipt of such checks by registered holders on or before the due date is reasonably assured. At the request of a registered holder of more than $1,000,000 principal amount (or the equivalent thereof in another currency or currency unit) of Notes of a series, payments of principal or interest in respect of such Notes may be made to such holder by wire transfer to an account specified by such registered holder. In any case where a Payment Date shall not be a business day at any place of payment, then the relevant payment need not be made on such date at such place but may be made on the next succeeding day which is a business day at such place, with the same force and effect as if made on the date for such payment, and no additional interest in respect of such Payment Date shall accrue for the period from and after such Payment Date. In no event shall any Agent be required to use its own funds in making any payment on the Notesmade. (d) FMS-WM shall have the right to require a holder of a Note, as a condition of payment of the principal of or interest on such Note, to present (by mail, courier, facsimile or otherwise) at such place as FMS-WM shall designate a certificate in such form as FMS-WM may reasonably from time to time prescribe, to enable FMS-WM to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which FMS-WM or the Fiscal Agent may be required to deduct or withhold from payments in respect of such Note under any present or future law of the United States, or any regulation of any taxing authority thereof and (ii) any reporting or other requirements under such laws or regulations. FMS-WM shall be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law or regulation and shall be entitled to act in accordance with such determination. (e) All Notes delivered to the Fiscal Agent or the Registrar for cancellation as provided herein or in the Notes, or surrendered in exchange for other Notes, shall, to the extent applicable, be forwarded by the Fiscal Agent to the Registrar and shall be cancelled and disposed of by the Registrar or such other person as may be designated by FMS-WM, which shall thereupon furnish certificates of such destruction to FMS-WM.