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

EXCHANGE FOR DEFINITIVE NINTH ISSUER NOTES AND PURCHASES. This Global Ninth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Ninth Issuer Notes only if (i) both Euroclear Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and Clearstream Banking, societe 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 Note Trustee is then 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 Ninth Issuer Closing Date, the Ninth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Ninth Issuer Notes which would not be required were the relevant Ninth Issuer Notes in definitive registered form. Thereupon the holder of this Global Ninth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Ninth Issuer, and the Ninth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Ninth Issuer Note for Definitive Ninth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Ninth Issuer Note shall surrender this Global Ninth Issuer Note to or to the order of the Registrar. In exchange for this Global Ninth Issuer Note the Ninth Issuer will deliver, or procure the delivery of, Definitive Ninth Issuer Notes in registered form in denominations of [POUND]100,000 each and increments of [EURO]1,000 thereafter 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 Ninth Issuer Note.

EXCHANGE FOR DEFINITIVE NINTH ISSUER NOTES AND PURCHASES. This Global Ninth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Ninth Issuer Notes only if (i) both Euroclear Bank S.A./N.V.The Depositary Trust Company (DTC) has notified the Ninth Issuer that it is at any time unwilling or unable to continue as holder of this Global Ninth 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 operator 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 Ninth Issuer within 90 days of the Euroclear System (EUROCLEAR) and Clearstream Banking, societe 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 Note Trustee is then availablesuch 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 Ninth Issuer Closing Date, the Ninth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Ninth Issuer Notes which would not be required were the relevant Ninth Issuer Notes in definitive registered form. Thereupon the holder of this Global Ninth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Ninth Issuer, and the Ninth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Ninth Issuer Note for Definitive Ninth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Ninth Issuer Note shall surrender this Global Ninth Issuer Note to or to the order of the Registrar. In exchange for this Global Ninth Issuer Note the Ninth Issuer will deliver, or procure the delivery of, Definitive Ninth Issuer Notes in registered form in denominations of [POUND]100,000 US$1,000, or US$100,000 each and increments of [EURO]1,000 thereafter 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 Ninth Issuer Note.

EXCHANGE FOR DEFINITIVE NINTH ISSUER NOTES AND PURCHASES. This Global Ninth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Ninth Issuer Notes only if (i) both Euroclear Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and Clearstream Banking, societe 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 Note Trustee is then 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 Ninth Issuer Closing Date, the Ninth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Ninth Issuer Notes which would not be required were the relevant Ninth Issuer Notes in definitive registered form. Thereupon the holder of this Global Ninth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Ninth Issuer, and the Ninth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Ninth Issuer Note for Definitive Ninth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Ninth Issuer Note shall surrender this Global Ninth Issuer Note to or to the order of the Registrar. In exchange for this Global Ninth Issuer Note the Ninth Issuer will deliver, or procure the delivery of, Definitive Ninth Issuer Notes in registered form in denominations of [POUND]1,000 or [POUND]100,000 each and increments of [EURO]1,000 thereafter 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 Ninth Issuer Note.

EXCHANGE FOR DEFINITIVE NINTH ISSUER NOTES AND PURCHASES. This Global Ninth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Ninth Issuer Notes only if (i) both Euroclear Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and Clearstream Banking, societe 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 Note Trustee is then 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 Ninth Issuer Closing Date, the Ninth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Ninth Issuer Notes which would not be required were the relevant Ninth Issuer Notes in definitive registered form. Thereupon the holder of this Global Ninth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Ninth Issuer, and the Ninth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Ninth Issuer Note for Definitive Ninth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Ninth Issuer Note shall surrender this Global Ninth Issuer Note to or to the order of the Registrar. In exchange for this Global Ninth Issuer Note the Ninth Issuer will deliver, or procure the delivery of, Definitive Ninth Issuer Notes in registered form in denominations of [POUND]100,000 EURO]100,000 or [EURO]1000 each and increments of [EURO]1,000 thereafter 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 Ninth Issuer Note.

EXCHANGE FOR DEFINITIVE NINTH ISSUER NOTES AND PURCHASES. This Global Ninth Issuer Note will be exchangeable (free of charge to the holder) for Definitive Ninth Issuer Notes only if (i) both Euroclear Bank S.A./N.V.The Depositary Trust Company (DTC) has notified the Ninth Issuer that it is at any time unwilling or unable to continue as holder of this Global Ninth 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 operator 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 Ninth Issuer within 90 days of the Euroclear System (EUROCLEAR) and Clearstream Banking, societe 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 Note Trustee is then availablesuch 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 Ninth Issuer Closing Date, the Ninth Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Ninth Issuer Notes which would not be required were the relevant Ninth Issuer Notes in definitive registered form. Thereupon the holder of this Global Ninth Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give notice to the Ninth Issuer, and the Ninth Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this Global Ninth Issuer Note for Definitive Ninth Issuer Notes on or after the Exchange Date (as defined below). On or after the Exchange Date, the holder of this Global Ninth Issuer Note shall surrender this Global Ninth Issuer Note to or to the order of the Registrar. In exchange for this Global Ninth Issuer Note the Ninth Issuer will deliver, or procure the delivery of, Definitive Ninth Issuer Notes in registered form in denominations of [POUND]100,000 US$1,000, US$10,000 or US$100,000] each and increments of [EURO]1,000 thereafter 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 Ninth Issuer Note.