Common use of Redenomination Clause in Contracts

Redenomination. If the applicable Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the Issuer, without the consent of the Holders, Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to Holders, Receiptholders, Couponholders, the Principal Agent, Euroclear, and Clearstream, Luxembourg in accordance with General Note Condition 13, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, the Notes will not be redenominated at the election of the Issuer pursuant to this General Note Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of these Note Conditions: (a) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Holders, any stock exchange on which the Notes may be listed, and any Paying Agent of such deemed amendment; (b) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in such other denominations as Issuer and the Principal Agent determine and give notice of to the Holders in accordance with General Note Condition 13; (c) if Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New certificates in respect of euro-denominated Notes, Receipts, and Coupons will be issued in exchange for Notes, Receipts, and Coupons denominated in the Specified Currency in such manner as the Principal Agent may specify and shall be stated to Holders in the Exchange Notice; (d) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (e) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (f) if the Notes are Floating Rate Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the Issuer and the Guarantor, after consultation with the Principal Agent, may make such other changes to the Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Holders have been given notice in accordance with General Note Condition 13. The circumstances and consequences described in this General Note Condition 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Holder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose, or impracticability) or any other claim for compensation, damages, or any other relief.

Redenomination. If (i) The Issuer may (if so specified in the applicable Final Terms permits redenominationTerms), Notes denominated in a currency that may be redenominated into euro, at the election of the Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the Issueron any Interest Payment Date, without the consent of the HoldersNoteholders, Receiptholders, or Couponholders, on by giving at least 30 calendar days’ prior notice to Holders, Receiptholders, Couponholders, the Principal Agent, Euroclear, and Clearstream, Luxembourg in accordance with General Note Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation European Member State in whose national currency the Notes are denominated has become a participating Member State in the third stage of the European Economic and Monetary Union pursuant (as provided in the Treaty establishing the European Community (the “EC”), as amended from time to time (the EC Treaty “Treaty”)) or events have occurred which have substantially the same effects (in either case, “EMU”), redenominate all, but not some only, of the Notes of any series into Euro and which falls before adjust the aggregate principal amount and the Specified Denomination(s) set out in the applicable Final Terms accordingly, as described below. The date on which such redenomination becomes effective shall be referred to in these Conditions as the currency ceases to be a sub-division “Redenomination Date”. (ii) Unless otherwise specified in the applicable Final Terms, the redenomination of the euro. Notwithstanding the foregoing, the Notes will not be redenominated at the election of the Issuer pursuant to this General Note Condition 7 unless 1(d)(i) shall be made by converting the Issuer receives an opinion principal amount of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of these Note Conditions: (a) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to from the nominal amount of that Note and Receipt in relevant national currency into Euro using the Specified Currency, converted into euro at the fixed relevant national currency Euro conversion rate for conversion established by the Council of the European Union pursuant to Article 123 (4) of the EC Treaty and rounding the resultant figure to the nearest 0.01 Euro (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if 0.005 Euro being rounded upwards). If the Issuer determinesso elects, with the agreement figure resulting from conversion of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Holders, any stock exchange on which the Notes may be listed, and any Paying Agent of such deemed amendment; (b) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in such other denominations as Issuer and the Principal Agent determine and give notice of to the Holders in accordance with General Note Condition 13; (c) if Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New certificates in respect of euro-denominated Notes, Receipts, and Coupons will be issued in exchange for Notes, Receipts, and Coupons denominated in the Specified Currency in such manner as the Principal Agent may specify and shall be stated to Holders in the Exchange Notice; (d) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (e) the principal amount of interest in respect of Notes will be calculated by reference to each Note using the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the fixed relevant holder and the amount of such payment national currency Euro conversion rate shall be rounded down to the nearest euro 0.01; andEuro. The Euro denominations of the Notes so determined shall be notified to Noteholders in accordance with Condition 14. Any balance remaining from the redenomination with a denomination higher than 0.01 Euro shall be paid by way of cash adjustment rounded to the nearest 0.01 Euro (with 0.005 Euro being rounded upwards). Such cash adjustment will be payable in Euros on the Redenomination Date in the manner notified to Noteholders by the Issuer. (fiii) if Upon redenomination of the Notes are Floating Rate Notes, any reference in the applicable Final Terms will specify to the relevant national currency shall be construed as a reference to Euro. (iv) Unless otherwise specified in the applicable Final Terms, the Issuer may, with prior approval of the Paying Agent, in connection with any relevant redenomination pursuant to this Condition or any consolidation pursuant to Condition 13, without the consent of the Noteholders, make any changes or additions to these Conditions which it reasonably believes to be necessary or desirable to give effect to the provisions relating to interest. In connection with such redenomination, the Issuer and the Guarantor, after consultation with the Principal Agent, may make such other changes to the Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction, of this Condition or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Holders have been given notice in accordance with General Note Condition 13. The circumstances and consequences described in this General Note Condition 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Holder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim 13 (including, without limitation, claims any change to any applicable business day definition, business day convention, principal financial centre of breachthe country of the Specified Currency, force majeureinterest accrual basis or benchmark), frustration taking into account market practice in respect of purposeredenominated euromarket debt obligations and which it believes are not prejudicial to the interests of the Noteholders. Any such changes or additions shall, in the absence of manifest error, be binding on the holders of Notes, Receipts, Coupons and Talons and shall be notified to Noteholders in accordance with Condition 14 as soon as practicable thereafter. (v) Neither the Issuer nor any Paying Agent shall be liable to any Noteholder or impracticability) other person for any commissions, costs, losses or expenses in relation to or resulting from the credit or transfer of Euro or any other claim for compensation, damages, currency conversion or any other reliefrounding effected in connection therewith.

Redenomination. If the applicable Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the Issuer, without the consent of the HoldersNoteholders, Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to HoldersNoteholders, Receiptholders, Couponholders, the Issuing and Principal Paying Agent, Euroclear, and Clearstream, Luxembourg in accordance with General Note Condition 13, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, the Notes will not be redenominated at the election of the Issuer pursuant to this General Note Condition 7 6 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of these Note the Conditions: (ai) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the HoldersNoteholders, any stock exchange on which the Notes may be listed, and any Paying Agent of such deemed amendment; (bii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of €50,000, and such other denominations as Issuer the Issuing and the Principal Paying Agent determine determines and give gives notice of to the Holders in accordance with General Note Condition 13Noteholders; (ciii) if Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the Issuer gives the notice (the “Exchange Notice”) ; that replacement euro-denominated Notes, Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. , New certificates in respect of euro-denominated Notes, Receipts, Receipts and Coupons will be issued in exchange for Notes, Receipts, Receipts and Coupons denominated in the Specified Currency in such manner as the Issuing and Principal Paying Agent may specify and shall be stated to Holders Noteholders in the Exchange Notice; (div) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (ev) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest nearest: euro 0.01; and (fvi) if the Notes are Floating Floating-Rate Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the Issuer and the GuarantorIssuer, after consultation with the Issuing and Principal Paying Agent, may make such other changes to the Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Holders Noteholders have been given notice in accordance with General Note Condition 13. The circumstances and consequences described in this General Note Condition 7 6 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Holder Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose, or impracticability) or any other claim for compensation, damages, or any other relief.

Redenomination. If the applicable Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the Issuer, without the consent of the HoldersNoteholders, Receiptholders, or Couponholders, on giving at least 30 calendar days’ ' prior notice to HoldersNoteholders, Receiptholders, Couponholders, the Principal Agent, Euroclear, Agent and Clearstream, Luxembourg the Relevant Clearing System in accordance with General Note Condition 1314, may designate a “"Redenomination Date” " for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division subdivision of the euro. Notwithstanding the foregoing, the Bearer Notes will not be redenominated at the election of the Issuer pursuant to this General Note Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163section 1. 163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of these Note the Terms and Conditions: (a) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such LN2-9694 37 market practice and the Issuer shall promptly notify the HoldersNoteholders, any stock exchange on which the Notes may be listed, and any Paying Agent of such deemed amendment; (b) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of €100,000, and such other denominations as Issuer and the Principal Agent determine determines and give gives notice of to the Holders in accordance with General Note Condition 13Noteholders; (c) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the Issuer gives the notice (the “"Exchange Notice”") that replacement euro-denominated Notes, Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New certificates in respect of euro-denominated Notes, Receipts, Receipts and Coupons will be issued in exchange for Notes, Receipts, Receipts and Coupons denominated in the Specified Currency in such manner as the Principal Agent may specify and shall be stated to Holders Noteholders in the Exchange Notice; (d) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division subdivision of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (e) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (f) if the Notes are Floating Notes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest-bearing Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the Issuer and the GuarantorIssuer, after consultation with the Principal Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Holders Noteholders have been given notice in accordance with General Note Condition 1314. The circumstances and consequences described in this General Note Condition 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Holder Noteholder (ai) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment, or renegotiation of the Notes, or (bii) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose, or impracticability) or any other claim for compensation, damages, or any other relief.. LN2-9694 38

Redenomination. If the applicable Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the Issuer, without the consent of the HoldersNoteholders, Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to HoldersNoteholders, Receiptholders, Couponholders, the Principal Agent, Euroclear, Agent and Clearstream, Luxembourg the Relevant Clearing Systems in accordance with General Note Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, the Bearer Notes will not be redenominated at the election of the Issuer pursuant to this General Note Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of these Note the Terms and Conditions: (ai) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the HoldersNoteholders, any stock exchange on which the Notes may be listed, and any Paying Agent of such deemed amendment; (bii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of €50,000, and such other denominations as Issuer and the Principal Agent determine determines and give gives notice of to the Holders in accordance with General Note Condition 13Noteholders; (ciii) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New certificates in respect of euro-denominated Notes, Receipts, Receipts and Coupons will be issued in exchange for Notes, Receipts, Receipts and Coupons denominated in the Specified Currency in such manner as the Principal Agent may specify and shall be stated to Holders Noteholders in the Exchange Notice; (div) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (ev) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (fvi) if the Notes are Floating Notes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest bearing Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the Issuer and the GuarantorIssuer, after consultation with the Principal Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Holders Noteholders have been given notice in accordance with General Note Condition 1314. The circumstances and consequences described in this General Note Condition 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Holder Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose, or impracticability) or any other claim for compensation, damages, or any other relief.

Redenomination. If the applicable Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the Issuer, without the consent of the HoldersNoteholders, Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to HoldersNoteholders, Receiptholders, Couponholders, the Principal Agent, Euroclear, Agent and Clearstream, Luxembourg the Relevant Clearing Systems in accordance with General Note Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, the Bearer Notes will not be redenominated at the election of the Issuer pursuant to this General Note Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of these Note the Terms and Conditions: (ai) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the HoldersNoteholders, any stock exchange on which the Notes may be listed, and any Paying Agent of such deemed amendment; (bii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of €50,000, and such other denominations as Issuer and the Principal Agent determine determines and give gives notice of to the Holders in accordance with General Note Condition 13Noteholders; (ciii) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New certificates in respect of euro-denominated Notes, Receipts, Receipts and Coupons will be issued in exchange for Notes, Receipts, Receipts and Coupons denominated in the Specified Currency in such manner as the Principal Agent may specify and shall be stated to Holders Noteholders in the Exchange Notice; (div) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (ev) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (fvi) if the Notes are Floating Notes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest bearing Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the Issuer and the GuarantorIssuer, after consultation with the Principal Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-euro- denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Holders Noteholders have been given notice in accordance with General Note Condition 1314. The circumstances and consequences described in this General Note Condition 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Holder Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose, or impracticability) or any other claim for compensation, damages, or any other relief.

Redenomination. If the applicable Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the Issuer, without the consent of the HoldersNoteholders, Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to HoldersNoteholders, Receiptholders, Couponholders, the Principal Agent, Euroclear, Agent and Clearstream, Luxembourg the Relevant Clearing System in accordance with General Note Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division subdivision of the euro. Notwithstanding the foregoing, the Bearer Notes will not be redenominated at the election of the Issuer pursuant to this General Note Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.1631. 163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of these Note the Terms and Conditions: (ai) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the HoldersNoteholders, any stock exchange on which the Notes may be listed, and any Paying Agent of such deemed amendment; (bii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of €50,000, and such other denominations as Issuer and the Principal Agent determine determines and give gives notice of to the Holders in accordance with General Note Condition 13Noteholders; (ciii) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New certificates in respect of euro-denominated Notes, Receipts, Receipts and Coupons will be issued in exchange for Notes, Receipts, Receipts and Coupons denominated in the Specified Currency in such manner as the Principal Agent may specify and shall be stated to Holders Noteholders in the Exchange Notice; (div) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division subdivision of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (ev) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (fvi) if the Notes are Floating Notes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest bearing Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the Issuer and the GuarantorIssuer, after consultation with the Principal Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Holders Noteholders have been given notice in accordance with General Note Condition 1314. The circumstances and consequences described in this General Note Condition 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Holder Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose, or impracticability) or any other claim for compensation, damages, or any other relief.

Redenomination. If the applicable Final Terms permits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the Issuer, without the consent of the HoldersNoteholders, Receiptholders, or Couponholders, on giving at least 30 calendar days’ prior notice to HoldersNoteholders, Receiptholders, Couponholders, the Principal Agent, Euroclear, Agent and Clearstream, Luxembourg the Relevant Clearing System in accordance with General Note Condition 1314, may designate a “Redenomination Date” for the Notes, being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Notwithstanding the foregoing, the Bearer Notes will not be redenominated at the election of the Issuer pursuant to this General Note Condition 7 unless the Issuer receives an opinion of United States tax counsel recognized as an expert in such matters that the Notes would be in compliance with United States Treasury Regulation Section 1.1631. 163-5(c)(2)(i)(D) after such redenomination. Beginning on the Redenomination Date, notwithstanding the other provisions of these Note the Terms and Conditions: (ai) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note and Receipt equal to the nominal amount of that Note and Receipt in the Specified Currency, converted into euro at the rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the Issuer determines, with the agreement of the Agent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the HoldersNoteholders, any stock exchange on which the Notes may be listed, and any Paying Agent of such deemed amendment; (bii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of €50,000, and such other denominations as Issuer and the Principal Agent determine determines and give gives notice of to the Holders in accordance with General Note Condition 13Noteholders; (ciii) if Bearer Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void from the date on which the Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts, and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued also will become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New certificates in respect of euro-denominated Notes, Receipts, Receipts and Coupons will be issued in exchange for Notes, Receipts, Receipts and Coupons denominated in the Specified Currency in such manner as the Principal Agent may specify and shall be stated to Holders Noteholders in the Exchange Notice; (div) after the Redenomination Date, all payments in respect of the Notes (other than payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a sub-division of the euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (ev) the amount of interest in respect of Notes will be calculated by reference to the aggregate nominal amount of Bearer Definitive Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (fvi) if the Notes are Floating Notes other than Fixed-Rate Notes, Zero Coupon Notes or other non-interest bearing Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest. In connection with such redenomination, the Issuer and the GuarantorIssuer, after consultation with the Principal Agent, may make such other changes to the Terms and Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction, or other conventions as it may decide, so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the Euromarkets, which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after the Holders Noteholders have been given notice in accordance with General Note Condition 1314. The circumstances and consequences described in this General Note Condition 7 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Holder Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment, or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose, or impracticability) or any other claim for compensation, damages, or any other relief.