Common use of Authentication and Delivery of Notes Clause in Contracts

Authentication and Delivery of Notes. 3.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticated) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) in an aggregate principal amount of €500,000,000 or such lesser amount as is the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.2. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed and this Agreement. 3.6 So long as any of the Notes is outstanding the Principal Paying Agent shall, within seven days of any request by the Issuer, any Guarantor or the Trustee certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreement.

Authentication and Delivery of Notes. 3.1 4.1 Upon execution and delivery thereof by the Issuer, the Fiscal Agent shall authenticate the Global Certificate evidencing the Notes. The Issuer undertakes that also authorises and instructs the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticated) will be available Fiscal Agent to authenticate any definitive Certificates which are required to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Notedelivered pursuant to subclause 4.2. 3.2 4.2 If a the Global Note Certificate is to be exchanged in accordance with its terms for definitive NotesCertificates, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Fiscal Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) Certificates in an aggregate principal amount of €500,000,000 750,000,000, or such lesser amount as is the principal amount of Notes represented by the Global Note Certificate to be issued in exchange for the Global NoteCertificate. Each definitive Note Certificate so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate 4.3 If the Global Notes and any definitive Notes delivered pursuant to subclause 3.2. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged Certificate becomes exchangeable for definitive Notes Certificates in accordance with their respective its terms. Following the exchange of the last interest in a Global Note, the Principal Paying Fiscal Agent shall cause such authenticate and deliver to each person designated by the relevant Clearing System (as defined below) a definitive Certificate in accordance with the terms of this Agreement and the Global Note to be cancelled and delivered to the Issuer or as it may directCertificate. 3.5 4.4 The Principal Paying Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes Certificates are issued only in accordance with the terms of a the Global Note, the Trust Deed Certificate and this Agreement. 3.6 So 4.5 The Global Certificate shall be deposited with, and registered in the name of, a nominee for a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme (together, the “Clearing Systems”). 4.6 If the Issuer is required to deliver definitive Certificates pursuant to the terms of the Global Certificate, the Issuer shall promptly arrange for a stock of definitive Certificates (unauthenticated and with the names of the registered holders left blank but executed on behalf of the Issuer and otherwise complete) to be made available to the Fiscal Agent. 4.7 Notes shall be dated: (a) in the case of the Global Certificate issued on the date of closing, with that date; or (b) in the case of a Note issued upon transfer, with the date of registration in the Register of the transfer; or (c) in the case of a Note issued to the transferor upon transfer in part of a Note, with the same date as the date of the Note transferred; or (d) in the case of a Note issued pursuant to clause 15 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Note in replacement of which it is issued. 4.8 The Fiscal Agent shall so long as any Note is outstanding properly, and in any event within three business days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), authenticate and issue, upon receipt by it of, or receipt by it of, notification from any Transfer Agent of delivery to it of, Notes is outstanding for transfer, duly dated and completed Notes in the Principal Paying name of the registered holders and deliver the Notes at its specified office or at the specified office of the Transfer Agent shall, within seven days or (at the risk of any request by the Issuer, any Guarantor or relevant registered holders) send the Trustee certify Notes to the Issuer or, such address as the case registered holders may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreementrequest.

Authentication and Delivery of Notes. 3.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticated) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) in an aggregate principal amount of €500,000,000 or such lesser amount as is the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.2Clause 3.4. 3.4 3.2 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered destroyed. 3.3 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.4 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the Issuer or order of, the Principal Paying Agent, as it may directsoon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, sufficient numbers of executed definitive Notes with, if applicable, Coupons attached, to enable the Principal Paying Agent to comply with its obligations under this Agreement. Each definitive Note and Coupon so delivered shall be duly executed on behalf of the Issuer. 3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed and this Agreement. 3.6 So long as any of the Notes is outstanding the Principal Paying Agent shall, within seven days of any request by the Issuer, any Guarantor Issuer or the Trustee certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreement.

Authentication and Delivery of Notes. 3.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticated) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) in an aggregate principal amount of €500,000,000 or such lesser amount as is the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Notes and any the definitive Notes delivered pursuant to subclause 3.2.3.4.‌ 3.4 3.2 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may directdirect destroyed. 3.3 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note.‌ 3.4 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 14 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) in an aggregate principal amount of €850,000,000 in respect of the Notes, or such lesser amount as is the principal amount of the Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note and Coupon so delivered shall be duly executed on behalf of the Issuer. 3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed and this Agreement. 3.6 So long as any of the Notes is outstanding the Principal Paying Agent shall, within seven days of any request by the Issuer, any Guarantor Issuer or the Trustee certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreement.Agreement.‌

Authentication and Delivery of Notes. 3.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticated) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) in an aggregate principal amount of €500,000,000 or such lesser amount as is the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Fiscal Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.23.4. 3.4 3.2 The Issuer authorises and instructs the Principal Paying Fiscal Agent to (i) cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective termsterms and (ii) procure that the relevant Global Note shall be endorsed to reflect such exchange. Following the exchange of the last interest in a Global Note, the Principal Paying Fiscal Agent shall cause such the Global Note to be cancelled and delivered destroyed. 3.3 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer by two authorised signatories) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.4 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Fiscal Agent, as soon as reasonably practicable and in any event not later than 14 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) in an aggregate nominal amount of €100,000,000 or such lesser amount as is the nominal amount of Notes represented by the definitive Notes to be issued in exchange for the Global Note. Each definitive Note so delivered shall be duly executed on behalf of the Issuer or as it may directby two authorised signatories. 3.5 The Principal Paying Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed Note and this Agreement. 3.6 So long as any of the Notes is outstanding the Principal Paying Fiscal Agent shall, within seven days of any request by the Issuer, any Guarantor or the Trustee certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreement.

Authentication and Delivery of Notes. 3.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticated) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) in an aggregate principal amount of €500,000,000 or such lesser amount as is the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.2.Clause 3.4.‌ 3.4 3.2 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered destroyed. 3.3 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note.‌ 3.4 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the Issuer or order of, the Principal Paying Agent, as it may directsoon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, sufficient numbers of executed definitive Notes with, if applicable, Coupons attached, to enable the Principal Paying Agent to comply with its obligations under this Agreement. Each definitive Note and Coupon so delivered shall be duly executed on behalf of the Issuer. 3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed and this Agreement. 3.6 So long as any of the Notes is are outstanding the Principal Paying Agent shall, within seven days of any request by the Issuer, any Guarantor Issuer or the Trustee Trustee, certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreement.Agreement.‌

Authentication and Delivery of Notes. 3.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticatedIssuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the The Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Fiscal Agent, as soon as reasonably practicable and in any event not later than 15 10 days before prior, to the relevant exchange is due to take placeExchange Date (as defined in the Permanent Global Note), definitive the Definitive Notes (with Coupons attached) in an aggregate principal amount of €500,000,000 (Euro)300,000,000 or such lesser amount as is equal to the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Notethen outstanding. Each definitive Definitive Note so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises authorizes and instructs the Principal Paying Fiscal Agent (or its authorized agent) to authenticate the Global Notes and any definitive Definitive Notes delivered pursuant to subclause 3.2. 3.4 The Issuer authorises authorizes and instructs the Principal Paying Fiscal Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note or Definitive Notes, as the case may be, and interests in a the Permanent Global Note to be exchanged for definitive Notes Definitive Notes, in each case in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Fiscal Agent shall cause such the Global Note to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note or Definitive Notes, as the case may be, in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Definitive Notes are issued only in accordance with the terms of a the Permanent Global Note, the Trust Deed Note and this Agreement. 3.6 So long as any of the Notes is outstanding the Principal Paying Fiscal Agent shall, within seven days of any request by the Issuer, any Guarantor or the Trustee certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number and principal amount of definitive Notes held by it under this Agreement.

Authentication and Delivery of Notes. 3.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticatedIssuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 14 days before the relevant exchange is due to take place, definitive Notes (with Coupons attachedattached in respect of interest which has not already been paid) in an aggregate principal amount of €500,000,000 £300,000,000 or such lesser amount as is the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note and Coupon so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to, and the Principal Paying Agent shall (subject, in each case, to the Issuer making available the relevant Global Note or definitive Notes): (a) promptly upon receipt of written instructions from the Issuer to authenticate, or have authenticated on its behalf, the Global Notes, authenticate each of the Global Notes and any in accordance with those instructions; and (b) upon an exchange of interests in a Global Note for definitive Notes delivered pursuant to subclause 3.2.in accordance with their respective terms, promptly authenticate such definitive Notes.‌‌ 3.4 The Issuer authorises and instructs the Principal Paying Agent to to, and the Principal Paying Agent shall, cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may directdestroyed. 3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed and this Agreement. 3.6 So long as any of the Notes is outstanding outstanding, the Principal Paying Agent shall, within seven days of shall as soon as reasonably possible following any request by the Issuer, any Guarantor Issuer or the Trustee Trustee, certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it outstanding under this Agreement. 3.7 The Principal Paying Agent, on receiving notice in accordance with the terms of the Permanent Global Note that its holder requires to exchange the Permanent Global Note, or an interest in it, for definitive Notes, shall forthwith notify the Issuer of such request.‌

Authentication and Delivery of Notes. 3.1 4.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticated) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 4.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Fiscal Agent, as soon as reasonably reasonable practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) in an aggregate principal amount of €500,000,000 (euro)550,000,000 or such lesser amount as is the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note and Coupon so delivered shall be duly executed on behalf of the Issuer. 3.3 4.3 The Issuer authorises and instructs the Principal Paying Fiscal Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.24.2. 3.4 4.4 The Issuer authorises and instructs the Principal Paying Fiscal Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Fiscal Agent shall cause such the Global Note to be cancelled and delivered to the Issuer or as it may direct. 3.5 4.5 The Principal Paying Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a the Global Note, the Trust Deed Notes and this Agreement. 3.6 4.6 So long as any of the Notes is outstanding the Principal Paying Fiscal Agent shall, within seven days of any request by the Issuer, any Guarantor Issuer or the Trustee Guarantor, certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreement.

Authentication and Delivery of Notes. 3.1 4.1 Upon execution and delivery thereof by the Issuer, the Fiscal Agent shall authenticate the Global Certificate evidencing the Notes. The Issuer undertakes that also authorizes and instructs the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticated) will be available Fiscal Agent to authenticate any definitive Certificates which are required to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Notedelivered pursuant to subclause 4.2. 3.2 4.2 If a the Global Note Certificate is to be exchanged in accordance with its terms for definitive NotesCertificates, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Fiscal Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) Certificates in an aggregate principal amount of €500,000,000 750,000,000, or such lesser amount as is the principal amount of Notes represented by the Global Note Certificate to be issued in exchange for the Global NoteCertificate. Each definitive Note Certificate so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate 4.3 If the Global Notes and any definitive Notes delivered pursuant to subclause 3.2. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged Certificate becomes exchangeable for definitive Notes Certificates in accordance with their respective its terms. Following the exchange of the last interest in a Global Note, the Principal Paying Fiscal Agent shall cause such authenticate and deliver to each person designated by the relevant Clearing System (as defined below) a definitive Certificate in accordance with the terms of this Agreement and the Global Note to be cancelled and delivered to the Issuer or as it may directCertificate. 3.5 4.4 The Principal Paying Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody keeping and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes Certificates are issued only in accordance with the terms of a the Global Note, the Trust Deed Certificate and this Agreement. 3.6 So 4.5 Following authentication of the Global Certificate, the Fiscal Agent shall deliver it on the Issue Date at or about the time specified in the relevant Subscription Agreement to the Common Safekeeper together with instructions to effectuate the same (if applicable), in each case against the delivery to the Fiscal Agent of evidence that instructions for payment of the subscription moneys due to the Issuer have been made, such evidence to be in the form set out in such Subscription Agreement. 4.6 If the Issuer is required to deliver definitive Certificates pursuant to the terms of the Global Certificate, the Issuer shall promptly arrange for a stock of definitive Certificates (unauthenticated and with the names of the registered holders left blank but executed on behalf of the Issuer and otherwise complete) to be made available to the Fiscal Agent. 4.7 Notes shall be dated: (a) in the case of the Global Certificate issued on the date of closing, with that date; or (b) in the case of a Note issued upon transfer, with the date of registration in the Register of the transfer; or (c) in the case of a Note issued to the transferor upon transfer in part of a Note, with the same date as the date of the Note transferred; or (d) in the case of a Note issued pursuant to clause 15 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Note in replacement of which it is issued. 4.8 The Fiscal Agent shall so long as any Note is outstanding properly, and in any event within three business days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), authenticate and issue, upon receipt by it of, or receipt by it of, notification from any Transfer Agent of delivery to it of, Notes is outstanding for transfer, duly dated and completed Notes in the Principal Paying name of the registered holders and deliver the Notes at its specified office or at the specified office of the Transfer Agent shall, within seven days or (at the risk of any request by the Issuer, any Guarantor or relevant registered holders) send the Trustee certify Notes to the Issuer or, such address as the case registered holders may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreementrequest.

Authentication and Delivery of Notes. 3.1 4.1 Upon execution and delivery thereof by the Issuer, the Fiscal Agent shall authenticate the Global Certificate evidencing the Notes. The Issuer undertakes that also authorises and instructs the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticated) will be available Fiscal Agent to authenticate any definitive Certificates which are required to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Notedelivered pursuant to subclause 4.2. 3.2 4.2 If a the Global Note Certificate is to be exchanged in accordance with its terms for definitive NotesCertificates, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Fiscal Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) Certificates in an aggregate principal amount of €500,000,000 500,000,000, or such lesser amount as is the principal amount of Notes represented by the Global Note Certificate to be issued in exchange for the Global NoteCertificate. Each definitive Note Certificate so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate 4.3 If the Global Notes and any definitive Notes delivered pursuant to subclause 3.2. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged Certificate becomes exchangeable for definitive Notes Certificates in accordance with their respective its terms. Following the exchange of the last interest in a Global Note, the Principal Paying Fiscal Agent shall cause such authenticate and deliver to each person designated by the relevant Clearing System (as defined below) a definitive Certificate in accordance with the terms of this Agreement and the Global Note to be cancelled and delivered to the Issuer or as it may directCertificate. 3.5 4.4 The Principal Paying Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes Certificates are issued only in accordance with the terms of a the Global Note, the Trust Deed Certificate and this Agreement. 3.6 So 4.5 The Global Certificate shall be deposited with, and registered in the name of, a nominee for a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme (together, the “Clearing Systems”). 4.6 If the Issuer is required to deliver definitive Certificates pursuant to the terms of the Global Certificate, the Issuer shall promptly arrange for a stock of definitive Certificates (unauthenticated and with the names of the registered holders left blank but executed on behalf of the Issuer and otherwise complete) to be made available to the Fiscal Agent. 4.7 Notes shall be dated: (a) in the case of the Global Certificate issued on the date of closing, with that date; or (b) in the case of a Note issued upon transfer, with the date of registration in the Register of the transfer; or (c) in the case of a Note issued to the transferor upon transfer in part of a Note, with the same date as the date of the Note transferred; or (d) in the case of a Note issued pursuant to clause 15 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Note in replacement of which it is issued. 4.8 The Fiscal Agent shall so long as any Note is outstanding properly, and in any event within three business days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), authenticate and issue, upon receipt by it of, or receipt by it of, notification from any Transfer Agent of delivery to it of, Notes is outstanding for transfer, duly dated and completed Notes in the Principal Paying name of the registered holders and deliver the Notes at its specified office or at the specified office of the Transfer Agent shall, within seven days or (at the risk of any request by the Issuer, any Guarantor or relevant registered holders) send the Trustee certify Notes to the Issuer or, such address as the case registered holders may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreementrequest.

Authentication and Delivery of Notes. 3.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticatedIssuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons and a Talon for further Coupons attached) in an aggregate principal amount of €500,000,000 or such lesser amount as is the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note and Coupon so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.2. 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may directdestroyed. 3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed and this Agreement. 3.6 So long as any of the Notes is outstanding the Principal Paying Agent shall, within seven days of any request by the Issuer, any the Guarantor or the Trustee certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreement.

Authentication and Delivery of Notes. 3.1 The Issuer undertakes Issuers undertake that the Permanent € Global Note and the Permanent £ Global Note (together, the Permanent Global Notes) (each duly executed on behalf of the Issuer and unauthenticatedIssuers) will be available to be exchanged for interests in the Temporary € Global Note and the Temporary £ Global Note (together, the Temporary Global Notes) in accordance with the terms of the relevant Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes Issuers undertake that it they will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) attached in an aggregate principal amount of €500,000,000 600,000,000 or £600,000,000, as applicable, or such lesser amount as is the principal amount of Notes represented by the relevant Global Note Note, to be issued in exchange for the relevant Permanent Global Note. Each definitive Note so delivered shall be duly executed on behalf of the IssuerIssuers. 3.3 The Issuer authorises Issuers authorise and instructs instruct the Principal Paying Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.2. 3.4 The Issuer authorises Issuers authorise and instructs instruct the Principal Paying Agent to cause interests in the Temporary Global Note Notes to be exchanged for interests in the Permanent Global Note Notes and if necessary interests in a the Permanent Global Note Notes to be exchanged for definitive Notes in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer Issuers or as it they may direct. 3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note Notes are only exchanged for interests in the Permanent Global Note Notes in accordance with the terms of the relevant Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a the relevant Permanent Global Note, the each Trust Deed and this Agreement. 3.6 So long as any of the Notes is outstanding the Principal Paying Agent shall, within seven days of any request by the an Issuer, any a Guarantor or the Trustee certify to the such Issuer or, as the case may be, the relevant such Guarantor or the Trustee the number of definitive Notes held by it under this Agreement.

Authentication and Delivery of Notes. 3.1 4.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticatedIssuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 4.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Fiscal Agent, as soon as reasonably practicable and in any event not later than 15 14 days before the relevant exchange is due to take place, definitive Notes (with Coupons and one Talon attached) in an aggregate principal nominal amount of €500,000,000 or such lesser amount as is the principal nominal amount of Notes represented by the Global Note definitive Notes to be issued in exchange for the Global Note. Each definitive Note so delivered shall be duly executed on behalf of the IssuerIssuer by two Authorised Signatories. 3.3 4.3 The Issuer authorises and instructs the Principal Paying Fiscal Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.24.2. 3.4 4.4 The Issuer authorises and instructs the Principal Paying Fiscal Agent to (i) cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective termsterms and (ii) procure that the relevant Global Note shall be endorsed to reflect the aggregate nominal amount so exchanged. Following the exchange of the last interest in a Global Note, the Principal Paying Fiscal Agent shall cause such the Global Note to be cancelled and delivered to the Issuer or as it may directdestroyed. 3.5 4.5 The Principal Paying Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed Note and this Agreement. 3.6 4.6 So long as any of the Notes is outstanding the Principal Paying Fiscal Agent shall, within seven days one London Business Day of any request by the Issuer, any Guarantor or the Trustee certify confirm in writing to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreement. For the purposes of this subclause 4.6, London Business Day means a day on which banks are open for business in London.

Authentication and Delivery of Notes. 3.1 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer and unauthenticatedIssuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.2 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, definitive Notes (with Coupons attached) in an aggregate principal amount of €500,000,000 or such and a Talon for IXUWKHU &RXSRQV DWWDFKHG L30Q0,0 00D,0Q00 orDsuJchJUHJDW lesser amount as is the principal amount of Notes represented by the Global Note to be issued in exchange for the Global Note. Each definitive Note so delivered shall be duly executed on behalf of the Issuer. 3.3 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.23.2 (Authentication and delivery of Notes). 3.4 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes in accordance with their respective terms. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may direct. 3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed and this Agreement. 3.6 So long as any of the Notes is are outstanding the Principal Paying Agent shall, within seven days of any request by the Issuer, any Guarantor Issuer or the Trustee certify to the Issuer or, as the case may be, the relevant Guarantor or the Trustee the number of definitive Notes held by it under this Agreement.