Common use of EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES Clause in Contracts

EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES. This Global Eighth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary Trust Company (DTC) has notified the Eighth Issuer that it is at any time unwilling or unable to continue as holder of this Global Eighth Issuer Note or is at any time unwilling or unable to continue as, or ceases to be, a clearing agency under the United States Securities Exchange Act of 1934, as amended (the EXCHANGE ACT), and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Eighth Issuer within 90 days of such notification, or (ii) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political subdivision thereof), or of any authority therein or thereof having power to tax, or in the interpretation or administration by a revenue authority or a court or administration of such laws or regulations which becomes effective on or after the Eighth Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Eighth Issuer Notes which would not be required were the relevant Eighth Issuer Notes in definitive registered form. Thereupon the holder of this Global Eighth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth Issuer, and the Eighth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Eighth Issuer Note shall surrender this Global Eighth Issuer Note to or to the order of the Registrar. In exchange for this Global Eighth Issuer Note the Eighth Issuer will deliver, or procure the delivery of, Definitive Eighth Issuer Notes in registered form in denominations of US$1,000, US$10,000 or US$100,000 each or any integral multiple thereof, or in such other denominations as the Note Trustee shall determine and notify to the relevant Noteholders, in exchange for the whole of this Global Eighth Issuer Note.

EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES. This Global Eighth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary Trust Company (DTC) has notified the Eighth Issuer that it is at any time unwilling or unable to continue as holder of this Global Eighth Issuer Note or is at any time unwilling or unable to continue as, or ceases to be, a clearing agency under the United States Securities Exchange Act of 1934, as amended (the EXCHANGE ACT), and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Eighth Issuer within 90 days of such notification, or (ii) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political subdivision thereof), or of any authority therein or thereof having power to tax, or in the interpretation or administration by a revenue authority or a court or administration of such laws or regulations which becomes effective on or after the Eighth Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Eighth Issuer Notes which would not be required were the relevant Eighth Issuer Notes in definitive registered form. Thereupon the holder of this Global Eighth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth Issuer, and the Eighth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Eighth Issuer Note shall surrender this Global Eighth Issuer Note to or to the order of the Registrar. In exchange for this Global Eighth Issuer Note the Eighth Issuer will deliver, or procure the delivery of, Definitive Eighth Issuer Notes in registered form in denominations of US$1,000, US$10,000 or US$100,000 each or any integral multiple thereof, or in such other denominations as the Note Trustee shall determine and notify to the relevant Noteholders, in exchange for the whole of this Global Eighth Issuer Note.

EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES. This Global Eighth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary Trust Company (DTC) has notified the Eighth Issuer that it is at any time unwilling or unable to continue as holder of this Global Eighth Issuer Note or is at any time unwilling or unable to continue as, or ceases to be, a clearing agency under the United States Securities Exchange Act of 1934both Euroclear Bank S.A./N.V., as amended operator of the Euroclear System (EUROCLEAR) and Clearstream Banking, soci{e'}t{e'} anonyme (CLEARSTREAM, LUXEMBOURG) are closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announce an intention permanently to cease business or do so and no alternative clearing system satisfactory to the EXCHANGE ACT), and a successor to DTC registered as a clearing agency under the Exchange Act Note Trustee is not able to be appointed by the Eighth Issuer within 90 days of such notificationthen available, or (ii) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political subdivision thereof), or of any authority therein or thereof having power to tax, or in the interpretation or administration by a revenue authority or a court or administration of such laws or regulations which becomes effective on or after the Eighth Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Eighth Issuer Notes which would not be required were the relevant Eighth Issuer Notes in definitive registered form. Thereupon the holder of this Global Eighth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth Issuer, and the Eighth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Eighth Issuer Note shall surrender this Global Eighth Issuer Note to or to the order of the Registrar. In exchange for this Global Eighth Issuer Note the Eighth Issuer will deliver, or procure the delivery of, Definitive Eighth Issuer Notes in registered form in denominations of US$1,000, US$10,000 or US$100,000 e500,000 each or any integral multiple thereof, or in such other denominations as the Note Trustee shall determine and notify to the relevant Noteholders, in exchange for the whole of this Global Eighth Issuer Note.

EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES. This Global Eighth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary Trust Company (DTC) has notified the Eighth Issuer that it is at any time unwilling or unable to continue as holder of this Global Eighth Issuer Note or is at any time unwilling or unable to continue as, or ceases to be, a clearing agency under the United States Securities Exchange Act of 1934both Euroclear Bank S.A./N.V., as amended operator of the Euroclear System (EUROCLEAR) and Clearstream Banking, soci{e'}te anonyme (CLEARSTREAM, LUXEMBOURG) are closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announce an intention permanently to cease business or do so and no alternative clearing system satisfactory to the EXCHANGE ACT), and a successor to DTC registered as a clearing agency under the Exchange Act Note Trustee is not able to be appointed by the Eighth Issuer within 90 days of such notificationthen available, or (ii) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political subdivision thereof), or of any authority therein or thereof having power to tax, or in the interpretation or administration by a revenue authority or a court or administration of such laws or regulations which becomes effective on or after the Eighth Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Eighth Issuer Notes which would not be required were the relevant Eighth Issuer Notes in definitive registered form. Thereupon the holder of this Global Eighth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth Issuer, and the Eighth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Eighth Issuer Note shall surrender this Global Eighth Issuer Note to or to the order of the Registrar. In exchange for this Global Eighth Issuer Note the Eighth Issuer will deliver, or procure the delivery of, Definitive Eighth Issuer Notes in registered form in denominations of US$1,000, US$10,000 {pound-sterling}10,000 or US$100,000 {pound-sterling}100,000 each or any integral multiple thereof, or in such other denominations as the Note Trustee shall determine and notify to the relevant Noteholders, in exchange for the whole of this Global Eighth Issuer Note.

EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES. This Global Eighth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary Trust Company (DTC) has notified the Eighth Issuer that it is at any time unwilling or unable to continue as holder of this Global Eighth Issuer Note or is at any time unwilling or unable to continue as, or ceases to be, a clearing agency under the United States Securities Exchange Act of 1934both Euroclear Bank S.A./N.V., as amended operator of the Euroclear System (EUROCLEAR) and Clearstream Banking, soci{e'}t{e'} anonyme (CLEARSTREAM, LUXEMBOURG) are closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announce an intention permanently to cease business or do so and no alternative clearing system satisfactory to the EXCHANGE ACT), and a successor to DTC registered as a clearing agency under the Exchange Act Note Trustee is not able to be appointed by the Eighth Issuer within 90 days of such notificationthen available, or (ii) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political subdivision thereof), or of any authority therein or thereof having power to tax, or in the interpretation or administration by a revenue authority or a court or administration of such laws or regulations which becomes effective on or after the Eighth Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Eighth Issuer Notes which would not be required were the relevant Eighth Issuer Notes in definitive registered form. Thereupon the holder of this Global Eighth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth Issuer, and the Eighth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Eighth Issuer Note shall surrender this Global Eighth Issuer Note to or to the order of the Registrar. In exchange for this Global Eighth Issuer Note the Eighth Issuer will deliver, or procure the delivery of, Definitive Eighth Issuer Notes in registered form in denominations of US$1,000, US$10,000 or US$100,000 [e500,000] each or any integral multiple thereof, or in such other denominations as the Note Trustee shall determine and notify to the relevant Noteholders, in exchange for the whole of this Global Eighth Issuer Note.

EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES. This Global Eighth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary Trust Company (DTC) has notified the Eighth Issuer that it is at any time unwilling or unable to continue as holder of this Global Eighth Issuer Note or is at any time unwilling or unable to continue as, or ceases to be, a clearing agency under the United States Securities Exchange Act of 1934both Euroclear Bank S.A./N.V., as amended operator of the Euroclear System (EUROCLEAR) and Clearstream Banking, soci{e'}t{e'} anonyme (CLEARSTREAM, LUXEMBOURG) are closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announce an intention permanently to cease business or do so and no alternative clearing system satisfactory to the EXCHANGE ACT), and a successor to DTC registered as a clearing agency under the Exchange Act Note Trustee is not able to be appointed by the Eighth Issuer within 90 days of such notificationthen available, or (ii) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political subdivision thereof), or of any authority therein or thereof having power to tax, or in the interpretation or administration by a revenue authority or a court or administration of such laws or regulations which becomes effective on or after the Eighth Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Eighth Issuer Notes which would not be required were the relevant Eighth Issuer Notes in definitive registered form. Thereupon the holder of this Global Eighth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth Issuer, and the Eighth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Eighth Issuer Note shall surrender this Global Eighth Issuer Note to or to the order of the Registrar. In exchange for this Global Eighth Issuer Note the Eighth Issuer will deliver, or procure the delivery of, Definitive Eighth Issuer Notes in registered form in denominations of US$1,000, US$10,000 [{pound-sterling}10,000 or US$100,000 {pound-sterling}100,000] each or any integral multiple thereof, or in such other denominations as the Note Trustee shall determine and notify to the relevant Noteholders, in exchange for the whole of this Global Eighth Issuer Note.