Common use of EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES Clause in Contracts

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this temporary Global Note will be substantially in the form set out in Part 2 of Schedule 1 to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for the Notes (the Exchange Date). Interests in this temporary Global Note may be exchanged for interests recorded in the records of the relevant Clearing Systems in a duly executed and authenticated permanent Global Note without charge, in full or partial exchange for this temporary Global Note, in order that the permanent Global Note represents an aggregate principal amount of Notes equal to the principal amount of this temporary Global Note submitted for exchange. Notwithstanding the foregoing, no such exchange shall be made unless there shall have been presented to the Fiscal Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination of EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by Euroclear or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate of non-US beneficial ownership in the form required by it. This temporary Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United Kingdom. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note).

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this temporary Global Note will be substantially in the form set out in Part 2 IV of Schedule 1 to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for the Notes (the “Exchange Date”). Interests in this temporary Global Note may be exchanged for interests recorded in the records of the relevant Relevant Clearing Systems System in a duly executed and authenticated permanent Global Note without charge, in full charge and the Fiscal Agent or partial exchange for this temporary Global Note, in order such other person as the Fiscal Agent may direct (the “Exchange Agent”) shall procure that the permanent Global Note represents an aggregate principal amount portion of Notes equal to the principal amount hereof so exchanged shall be entered in the records of the Relevant Clearing Systems and interests represented by this temporary Global Note submitted for exchangeshall be reduced by an amount equal to such portion so exchanged. Notwithstanding the foregoing, no such exchange shall be made unless there shall have been presented to the Fiscal Exchange Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate in respect of the principal amount of Notes submitted for exchange from Euroclear or Clearstream, Luxembourg to the effect that it Euroclear or Clearstream, Luxembourg has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination minimum denominations of EUR100,000 £200,000 and integral multiples of EUR1,000 £1,000 in excess thereof up to and including EUR199,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 I of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by a certificate in respect of the principal amount of Notes submitted for exchange from Euroclear or Clearstream, Luxembourg a certificate to the effect that it Euroclear or Clearstream, Luxembourg has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate of non-US beneficial ownership in the form required by itit (copies of which form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified offices of each Paying Agent named in the Agency Agreement). This temporary Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United KingdomLondon. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange. Upon (a) any exchange of a part of this temporary Global Note for an interest in the permanent Global Note or for a definitive Note, (b) receipt of instructions from Euroclear or Clearstream, Luxembourg that, following the purchase by or on behalf of the Issuer, the Guarantor or any of their respective Subsidiaries of a part of this temporary Global Note, such part is to be cancelled or (c) any redemption of a part of this temporary Global Note, the extent that such principal amount does not exceed portion of the aggregate principal amount of this temporary Global Note so exchanged, cancelled or redeemed shall be entered by or on behalf of the Fiscal Agent in the records of the Relevant Clearing Systems, whereupon the interests represented by this temporary Global Note shall be reduced by an amount equal to such portion so exchanged, cancelled or redeemed and entered. On an exchange in whole of this temporary Global Note), this temporary Global Note shall be surrendered to the Fiscal Agent.

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Permanent Global Note to be issued on exchange for interests in this temporary Temporary Global Note will be substantially in the form set out in Part 2 II of Schedule 1 to the Agency Agreement. Subject as provided below, the permanent Permanent Global Note will only have an entry made to represent definitive Definitive Notes after the date which is 40 days after the closing date for the Notes (the Exchange Date)Notes. Interests in this temporary Temporary Global Note may be exchanged for interests recorded in the records of the relevant Clearing Systems in a duly executed and authenticated permanent Permanent Global Note without chargecharge and the Fiscal Agent or such other person as the Fiscal Agent may direct (the "Exchange Agent") shall make the appropriate entry on Part I of the Schedule to the Permanent Global Note, in full or partial exchange for this temporary Temporary Global Note, in order that the permanent Permanent Global Note represents an aggregate principal amount of Notes equal to the principal amount of this temporary Temporary Global Note submitted for exchange. Notwithstanding the foregoing, no such exchange entry shall be made on the Permanent Global Note unless there shall have been presented to the Fiscal Exchange Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount Euroclear Bank S.A./N.V., as operator of the Notes Euroclear System (as shown by its records"Euroclear") a certificate of non-US beneficial ownership from such person or Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") substantially in the form required by it. of the certificate attached as Exhibit A. Notwithstanding the foregoing, where this temporary Temporary Global Note has been exchanged in part for the permanent Permanent Global Note pursuant to the foregoing and definitive Definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Permanent Global Note pursuant to its terms, because Euroclear and/or Clearstream, Luxembourg do not regard the Permanent Global Note to be fungible with such Definitive Notes, then interests in this temporary Temporary Global Note will no longer be exchangeable for interests in the permanent Permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Definitive Notes, without charge, in the denomination of EUR100,000 (euro)1,000, (euro)10,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000 (euro)100,000 each with interest coupons attached, such definitive Definitive Notes to be substantially in the form set out in Part 1 I of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by a certificate from Euroclear or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person substantially in the form required by it. of the certificate attached as Exhibit A. Any person who would, but for the provisions of this temporary Temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (ai) an interest in the permanent Permanent Global Note or (bii) definitive Definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Temporary Global Note for an interest in the permanent Permanent Global Note or definitive Definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate in substantially the form of non-US beneficial ownership the certificate attached as Exhibit B (copies of which form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified offices of each Paying Agent named in the form required by it. This temporary Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United Kingdom. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global NoteAgency Agreement).

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this temporary Global Note will be substantially in the form set out in Part 2 of Schedule 1 to the First Supplemental Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for the Notes (the Exchange Date). Interests in this temporary Global Note may be exchanged for interests recorded in the records of the relevant Clearing Systems in a duly executed and authenticated permanent Global Note without charge, in full or partial exchange for this temporary Global Note, in order that the permanent Global Note represents an aggregate principal amount of Notes equal to the principal amount of this temporary Global Note submitted for exchange. Notwithstanding the foregoing, no such exchange shall be made unless there shall have been presented to the Fiscal Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate (substantially in the form of Schedule 2 hereto) to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person person, substantially in the form of Schedule 1 hereto, or in such other form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination of EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000 €50,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the First Supplemental Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by Euroclear or Clearstream, Luxembourg a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person person, substantially in the form of Schedule 1 hereto, or in such other form required by it. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a relevant Clearing System a certificate of non-US beneficial ownership ownership, substantially in the form of Schedule 1 hereto, or in such other form required by it. This Presentation of this temporary Global Note may for exchange shall be exchanged made by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United KingdomLondon. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note).

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this temporary Global Note will be substantially in the form set out in Part 2 of Schedule 1 to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for the Notes (the Exchange Date). Interests in this temporary Global Note may be exchanged for interests recorded in the records of the relevant Clearing Systems System in a duly executed and authenticated permanent Global Note without charge, charge in full or partial exchange for this temporary Global Note, in order that the permanent Global Note represents an aggregate principal amount of Notes equal to the principal amount of this temporary Global Note submitted for exchange. Notwithstanding the foregoing, no such exchange shall be made unless there shall have been presented to the Fiscal Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination denominations of EUR100,000 €100,000 and integral multiples of EUR1,000 €1,000 in excess thereof up to and including EUR199,000 €199,000, each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by Euroclear or Clearstream, Luxembourg a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a relevant Clearing System a certificate of non-US beneficial ownership in the form required by it. This Presentation of this temporary Global Note may for exchange shall be exchanged made by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United KingdomLondon. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note).

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this temporary Global Note will be substantially in the form set out in Part 2 of Schedule 1 to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for the Notes (the Exchange Date). Interests in this temporary Global Note may be exchanged for interests recorded in the records of the relevant Clearing Systems in a duly executed and authenticated permanent Global Note without charge, in full or partial exchange for this temporary Global Note, in order that the permanent Global Note represents an aggregate principal amount of Notes equal to the principal amount of this temporary Global Note submitted for exchange. Notwithstanding the foregoing, no such exchange shall be made unless except to the extent there shall have been presented to the Fiscal Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate in the form set out in Schedule 8 of the Agency Agreement to the effect that it the relevant Clearing System has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination denominations of EUR100,000 €100,000 and integral multiples of EUR1,000 €1,000 in excess thereof up to and including EUR199,000 €199,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by Euroclear or Clearstream, Luxembourg a relevant Clearing System a certificate in the form set out in Schedule 8 of the Agency Agreement to the effect that it the relevant Clearing System has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a relevant Clearing System a certificate of non-US beneficial ownership in the form required by itthe relevant Clearing System. This temporary Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United KingdomLuxembourg. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note).

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this temporary Global Note will be substantially in the form set out in Part 2 II of Schedule 1 to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for the Notes (the “Exchange Date”). Interests in this temporary Global Note may be exchanged for interests recorded in the records of the relevant Relevant Clearing Systems System in a duly executed and authenticated permanent Global Note without charge, in full charge and the Fiscal Agent or partial exchange for this temporary Global Note, in order such other person as the Fiscal Agent may direct (the “Exchange Agent”) shall procure that the permanent Global Note represents an aggregate principal amount portion of Notes equal to the principal amount hereof so exchanged shall be entered in the records of the Relevant Clearing Systems and interests represented by this temporary Global Note submitted for exchangeshall be reduced by an amount equal to such portion so exchanged. Notwithstanding the foregoing, no such exchange shall be made unless there shall have been presented to the Fiscal Exchange Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate in respect of the principal amount of Notes submitted for exchange from Euroclear or Clearstream, Luxembourg to the effect that it Euroclear or Clearstream, Luxembourg has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination minimum denominations of EUR100,000 €100,000 and integral multiples of EUR1,000 €1,000 in excess thereof up to and including EUR199,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 I of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by a certificate in respect of the principal amount of Notes submitted for exchange from Euroclear or Clearstream, Luxembourg a certificate to the effect that it Euroclear or Clearstream, Luxembourg has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate of non-US beneficial ownership in the form required by itit (copies of which form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified offices of each Paying Agent named in the Agency Agreement). This temporary Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United KingdomLondon. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange. Upon (a) any exchange of a part of this temporary Global Note for an interest in the permanent Global Note or for a definitive Note, (b) receipt of instructions from Euroclear or Clearstream, Luxembourg that, following the purchase by or on behalf of the Issuer, the Guarantor or any of their respective Subsidiaries of a part of this temporary Global Note, such part is to be cancelled or (c) any redemption of a part of this temporary Global Note, the extent that such principal amount does not exceed portion of the aggregate principal amount of this temporary Global Note so exchanged, cancelled or redeemed shall be entered by or on behalf of the Fiscal Agent in the records of the Relevant Clearing Systems, whereupon the interests represented by this temporary Global Note shall be reduced by an amount equal to such portion so exchanged, cancelled or redeemed and entered. On an exchange in whole of this temporary Global Note), this temporary Global Note shall be surrendered to the Fiscal Agent.

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this This temporary Global Note will be substantially is exchangeable in whole or in part upon the form set out request of the bearer for a further global note in Part 2 respect of Schedule 1 up to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for €750,000,000 aggregate principal amount of the Notes (the “Permanent Global Note”) only on and subject to the terms and conditions set out below. On and after 29 August 2023 (the “Exchange Date). Interests in ”) this temporary Global Note may be exchanged in whole or in part at the specified office of the Principal Paying Agent (or such other place as the Trustee may agree) for interests recorded in the records of the relevant Clearing Systems in a duly executed and authenticated permanent Permanent Global Note without charge, and the Issuer shall procure interests in full or partial exchange for the Permanent Global Note shall be entered pro rata in the records of the relevant Clearing Systems such that the principal amount represented by this temporary Global Note, in order that the permanent Global Note represents an aggregate principal amount of Notes equal to shall be reduced by the principal amount of this temporary Global Note submitted for exchange. Notwithstanding exchange provided that if definitive Notes (together with the foregoingCoupons appertaining thereto) 29 have already been issued in exchange for all the Notes represented for the time being by the Permanent Global Note, no then this temporary Global Note may thereafter be exchanged only for definitive Notes (together with the Coupons appertaining thereto) and in such exchange circumstances references herein to the Permanent Global Note shall be made unless construed accordingly and provided further that the Permanent Global Note shall be issued and delivered (or, as the case may be, endorsed) only if and to the extent that there shall have been presented to the Fiscal Agent or such other person as Issuer a certificate from the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate Systems to the effect that it Euroclear or Clearstream, Luxembourg (as the case may be) has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes represented by this temporary Global Note (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination of EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by Euroclear or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate of non-US beneficial ownership in the form required by it. This temporary Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United Kingdom. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note).

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this temporary Global Note will be substantially in the form set out in Part 2 of Schedule 1 to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for the Notes (the Exchange DateEXCHANGE DATE). Interests in this temporary Global Note may be exchanged for interests recorded in the records of the relevant Clearing Systems in a duly executed and authenticated permanent Global Note without chargecharge and the Fiscal Agent or such other person as the Fiscal Agent may direct (the EXCHANGE AGENT) shall make the appropriate entry on Part 1 of the Schedule to the permanent Global Note, in full or partial exchange for this temporary Global Note, in order that the permanent Global Note represents an aggregate principal amount of Notes equal to the principal amount of this temporary Global Note submitted for exchange. Notwithstanding the foregoing, no such exchange entry shall be made on the permanent Global Note unless there shall have been presented to the Fiscal Exchange Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular the principal amount of Notes submitted for exchange from Euroclear Bank S.A./N.V., as operator of the Notes Euroclear System (as shown by its recordsEUROCLEAR) a certificate of non-US beneficial ownership from such person or Clearstream Banking, societe anonyme (CLEARSTREAM, LUXEMBOURG) substantially in the form required by it. of the certificate attached as Exhibit A. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination of EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000 (euro)50,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by a certificate in respect of the principal amount of Notes submitted for exchange from Euroclear or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person substantially in the form required by it. of the certificate attached as Exhibit A. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate in substantially the form of non-US beneficial ownership the certificate attached as Exhibit B (copies of which form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified offices of each Paying Agent named in the form required by itAgency Agreement). This Presentation of this temporary Global Note may for exchange shall be exchanged made by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in London at the United Kingdomoffice of the Fiscal Agent. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note).

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this This temporary Global Note will be substantially is exchangeable in whole or in part upon the form set out request of the bearer for a further global note in Part 2 respect of Schedule 1 up to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for £350,000,000 aggregate principal amount of the Notes (the Permanent Global Note) only on and subject to the terms and conditions set out below. On and after 6 July 2016 (the Exchange Date). Interests in ) this temporary Global Note may be exchanged for interests recorded in whole or in part at the records specified office of the relevant Clearing Systems in a duly executed and authenticated permanent Principal Paying Agent (or such other place as the Trustee may agree) for the Permanent Global Note without chargeand the Issuer shall procure that the Principal Paying Agent shall issue and deliver, in full or partial exchange for this temporary Global Note, in order that the permanent Permanent Global Note represents (or, as the case may be, endorse the Permanent Global Note) in an aggregate principal amount of Notes equal to the principal amount of this temporary Global Note submitted for exchange. Notwithstanding exchange Provided that if definitive Notes (together with the foregoingCoupons appertaining thereto) have already been issued in exchange for all the Notes represented for the time being by the Permanent Global Note, no then this temporary Global Note may thereafter be exchanged only for definitive Notes (together with the Coupons appertaining thereto) and in such exchange circumstances references herein to the Permanent Global Note shall be made unless construed accordingly and Provided further that the Permanent Global Note shall be issued and delivered (or, as the case may be, endorsed) only if and to the extent that there shall have been presented to the Fiscal Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System Issuer a certificate from Euroclear Bank S.A./N.V. (Euroclear) or from Clearstream Banking, société anonyme (Clearstream, Luxembourg) to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes represented by this temporary Global Note (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination of EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by Euroclear or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Any person who would, but for the provisions of this temporary Global Note, the Permanent Global Note and of the Agency AgreementTrust Deed, otherwise be entitled to receive either (a) an interest in the permanent Global a definitive Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in a like part of the permanent Permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate of non-US beneficial ownership in the form required by it. This temporary Global Note may be exchanged by the bearer hereof on Upon (a) any day (other than exchange of a Saturday or Sunday) on which banks are open for general business in the United Kingdom. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange part of this temporary Global Note willfor a like part of the Permanent Global Note or (b) the purchase by or on behalf of the Issuer, subject to the terms hereof, be equal to Guarantors or any other Subsidiary of the aggregate principal amount Issuer and cancellation of a part of this temporary Global Note submitted in accordance with the Conditions, the portion of the principal amount hereof so exchanged or so purchased and cancelled shall be endorsed by or on behalf of the Principal Paying Agent on behalf of the Issuer on Part 2 of the Schedule hereto, whereupon the principal amount hereof shall be reduced for all purposes by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note)so exchanged or so purchased and cancelled and, in each case, endorsed.

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this temporary Global Note will be substantially in the form set out in Part 2 of Schedule 1 to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for the Notes (the Exchange Date). Interests in this temporary Global Note may be exchanged for interests recorded in the records of the relevant Clearing Systems in a duly executed and authenticated permanent Global Note without chargecharge and the Fiscal Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) shall make the appropriate entry on Part 1 of the Schedule to the permanent Global Note, in full or partial exchange for this temporary Global Note, in order that the permanent Global Note represents an aggregate principal nominal amount of Notes equal to the principal nominal amount of this temporary Global Note submitted for exchange. Notwithstanding the foregoing, no such exchange entry shall be made on the permanent Global Note unless there shall have been presented to the Fiscal Exchange Agent by Euroclear Bank S.A./N.V. (Euroclear) or such other person as the Fiscal Agent may direct Clearstream Banking, société anonyme (the Exchange AgentClearstream, Luxembourg) by a relevant Clearing System a certificate confirmation to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal nominal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination denominations of EUR100,000 €200,000 and integral multiples of EUR1,000 €1,000 in excess thereof up to and including EUR199,000 €399,000 each with interest coupons and talons for further interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by Euroclear or Clearstream, Luxembourg a certificate confirmation to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal nominal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate of non-US beneficial ownership in the form required by it. This temporary Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United Kingdom. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note).

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this temporary Global Note will be substantially in the form set out in Part 2 of Schedule 1 to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for the Notes (the Exchange Date). Interests in this temporary Global Note may be exchanged for interests recorded in the records of the relevant Clearing Systems in a duly executed and authenticated permanent Global Note without charge, in full or partial exchange for this temporary Global Note, in order that the permanent Global Note represents an aggregate principal amount of Notes equal to the principal amount of this temporary Global Note submitted for exchange. Notwithstanding the foregoing, no such exchange shall be made unless there shall have been presented to the Fiscal Agent or such other person as the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate (substantially in the form of Schedule 2 hereto) to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person person, substantially in the form of Schedule 1 hereto, or in such other form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination of EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000 €50,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by Euroclear or Clearstream, Luxembourg a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person person, substantially in the form of Schedule 1 hereto, or in such other form required by it. Any person who would, but for the provisions of this temporary Global Note and of the Agency Agreement, otherwise be entitled to receive either (a) an interest in the permanent Global Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of this temporary Global Note for an interest in the permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a relevant Clearing System a certificate of non-US beneficial ownership ownership, substantially in the form of Schedule 1 hereto, or in such other form required by it. This Presentation of this temporary Global Note may for exchange shall be exchanged made by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in the United KingdomLondon. The aggregate principal amount of interests in the permanent Global Note recorded in the records of the relevant Clearing Systems or, as the case may be, definitive Notes issued upon an exchange of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note).

EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES. The permanent Global Note to be issued on exchange for interests in this This temporary Global Note will be substantially is exchangeable in whole or in part upon the form set out request of the bearer for a further global note in Part 2 respect of Schedule 1 up to the Agency Agreement. Subject as provided below, the permanent Global Note will only have an entry made to represent definitive Notes after the date which is 40 days after the closing date for €500,000,000 aggregate principal amount of the Notes (the “Permanent Global Note”) only on and subject to the terms and conditions set out below. On and after 30 June 2014 (the “Exchange Date). Interests ”) interests in this temporary Global Note may be exchanged in whole or in part at the specified office of the Principal Paying Agent (or such other place as the Trustee may agree) for interests recorded in the records of the relevant Clearing Systems in a duly executed and authenticated permanent Permanent Global Note without charge, and the Issuer shall procure that interests in full or partial exchange for the Permanent Global Note shall be entered pro rata in the records of the relevant Clearing Systems such that the nominal amount represented by this temporary Global Note, in order that the permanent Global Note represents an aggregate principal amount of Notes equal to shall be reduced by the principal amount of this temporary Global Note submitted so exchanged, provided that if definitive Notes (together with the Coupons appertaining thereto) have already been issued in exchange for exchange. Notwithstanding all the foregoingNotes represented for the time being by the Permanent Global Note, no then this temporary Global Note may thereafter be exchanged only for definitive Notes (together with the Coupons appertaining thereto) and in such exchange circumstances references herein to the Permanent Global Note shall be made unless construed accordingly and provided further that the Permanent Global Note shall be issued and delivered (or, as the case may be, endorsed) only if and to the extent that there shall have been presented to the Fiscal Agent or such other person as Issuer a certificate from the Fiscal Agent may direct (the Exchange Agent) by a relevant Clearing System a certificate System(s) to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal nominal amount of the Notes represented by this Global Note (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Notwithstanding the foregoing, where this temporary Global Note has been exchanged in part for the permanent Global Note pursuant to the foregoing and definitive Notes have been issued in exchange for the total amount of Notes represented by the permanent Global Note pursuant to its terms, then interests in this temporary Global Note will no longer be exchangeable for interests in the permanent Global Note but will be exchangeable, in full or partial exchange, for duly executed and authenticated definitive Notes, without charge, in the denomination of EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000 each with interest coupons attached, such definitive Notes to be substantially in the form set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding the foregoing, definitive Notes shall not be so issued and delivered unless there shall have been presented to the Exchange Agent by Euroclear or Clearstream, Luxembourg a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular principal amount of Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. Any person who would, but for the provisions of this temporary Global Note, the Permanent Global Note and of the Agency AgreementTrust Deed, otherwise be entitled to receive either (a) an interest in the permanent Global a definitive Note or (b) definitive Notes shall not be entitled to require the exchange of an appropriate part of interest in this temporary Global Note for an a like interest in the permanent Permanent Global Note or definitive Notes unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstreamthe relevant Clearing System(s), Luxembourg a certificate of non-US beneficial ownership in the form required by it. This Upon (a) any exchange of interests in this temporary Global Note may be exchanged by the bearer hereof on any day (other than for a Saturday or Sunday) on which banks are open for general business in the United Kingdom. The aggregate principal amount of like interests in the permanent Permanent Global Note or (b) the purchase by or on behalf of the Issuer, the Guarantor or any Subsidiary of the Issuer or Guarantor and cancellation of an interest in this temporary Global Note recorded in the records of the relevant Clearing Systems orin accordance with the Conditions, as the case may be, definitive Notes issued upon an exchange Issuer shall procure that the portion of this temporary Global Note will, subject to the terms hereof, be equal to the aggregate principal amount of this temporary Global Note submitted so exchanged or purchased and cancelled shall be entered pro rata in the records of the relevant Clearing Systems, whereupon the principal amount hereof shall be reduced for all purposes by the bearer for exchange (to the extent that such principal amount does not exceed the aggregate principal amount of this temporary Global Note)so exchanged or so purchased and cancelled and, in each case, endorsed.