Common use of Authentication and Delivery of Notes Clause in Contracts

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

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

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

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

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

Authentication and Delivery of Notes. 3.1 4.1 Upon execution and delivery thereof by the Issuer, the Fiscal Agent shall authenticate the Global Certificate evidencing the Notes. The Issuer also authorises and instructs the Principal Paying Fiscal Agent to authenticate the Global Notes and any definitive Notes Certificates which are required to be delivered pursuant to subclause 3.44.2. 3.2 The Issuer authorises and instructs 4.2 If the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes on or after the Exchange Date in accordance with their respective terms and pursuant to subclause 3.5. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may direct. 3.3 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer with the Guarantee thereon duly executed by the Guarantor) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.4 If a Global Note Certificate is to be exchanged in accordance with its terms for definitive NotesCertificates, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Fiscal Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, sufficient numbers definitive Certificates in an aggregate principal amount of definitive €500,000,000, or such lesser amount as is the principal amount of Notes (with Coupons attached) represented by the Global Certificate to enable be issued in exchange for the Principal Paying Agent to comply with its obligations under this AgreementGlobal Certificate. Each definitive Note and Coupon Certificate so delivered shall be duly executed on behalf of the Issuer. 3.5 4.3 If the Global Certificate becomes exchangeable for definitive Certificates in accordance with its terms, the Fiscal Agent shall authenticate and deliver to each person designated by the relevant Clearing System (as defined below) a definitive Certificate in accordance with the terms of this Agreement and the Global Certificate. 4.4 The Principal Paying Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes Certificates are issued only in accordance with the terms of a the Global Note, the Trust Deed Certificate and this Agreement. 3.6 So 4.5 The Global Certificate shall be deposited with, and registered in the name of, a nominee for a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme (together, the “Clearing Systems”). 4.6 If the Issuer is required to deliver definitive Certificates pursuant to the terms of the Global Certificate, the Issuer shall promptly arrange for a stock of definitive Certificates (unauthenticated and with the names of the registered holders left blank but executed on behalf of the Issuer and otherwise complete) to be made available to the Fiscal Agent. 4.7 Notes shall be dated: (a) in the case of the Global Certificate issued on the date of closing, with that date; or (b) in the case of a Note issued upon transfer, with the date of registration in the Register of the transfer; or (c) in the case of a Note issued to the transferor upon transfer in part of a Note, with the same date as the date of the Note transferred; or (d) in the case of a Note issued pursuant to clause 15 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Note in replacement of which it is issued. 4.8 The Fiscal Agent shall so long as any Note is outstanding properly, and in any event within three business days of the Notes is outstanding the Principal Paying Agent shallrelevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), within seven days of any request by the Issuer or the Trustee certify to the Issuer or the Trustee the number of definitive Notes held authenticate and issue, upon receipt by it under this Agreementof, or receipt by it of, notification from any Transfer Agent of delivery to it of, Notes for transfer, duly dated and completed Notes in the name of the registered holders and deliver the Notes at its specified office or at the specified office of the Transfer Agent or (at the risk of the relevant registered holders) send the Notes to such address as the registered holders may request.

Authentication and Delivery of Notes. 3.1 The Issuer authorises and instructs the Principal Paying Agent to authenticate the Global Notes and any the definitive Notes delivered pursuant to subclause 3.4.3.4.‌ 3.2 The Issuer authorises and instructs the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes on or after the Exchange Date in accordance with their respective terms and pursuant to subclause 3.5terms. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may directdirect destroyed. 3.3 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer with the Guarantee thereon duly executed by the GuarantorIssuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note.Note.‌ 3.4 If a Global Note is to be exchanged in accordance with its terms for definitive Notes, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 14 days before the relevant exchange is due to take place, sufficient numbers of definitive Notes (with Coupons attached) in an aggregate principal amount of €850,000,000 in respect of the Notes, or such lesser amount as is the principal amount of the Notes represented by the Global Note to enable be issued in exchange for the Principal Paying Agent to comply with its obligations under this AgreementGlobal Note. Each definitive Note and Coupon so delivered shall be duly executed on behalf of the Issuer. 3.5 The Principal Paying Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes are issued only in accordance with the terms of a Global Note, the Trust Deed and this Agreement. 3.6 So long as any of the Notes is outstanding the Principal Paying Agent shall, within seven days of any request by the Issuer or the Trustee certify to the Issuer or the Trustee the number of definitive Notes held by it under this Agreement.Agreement.‌

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

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

Authentication and Delivery of Notes. 3.1 The On the Issue Date, the Issuer authorises shall deliver to the Registrar and instructs Transfer Agent for authentication a duly executed Global Certificate representing the Principal Paying Agent to authenticate the Global Notes and any definitive Notes delivered pursuant to subclause 3.4Notes. 3.2 The Issuer authorises and instructs the Principal Paying Agent to cause interests Global Certificates will be substantially in the Temporary Global Note to be exchanged for interests form set out in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes on or after the Exchange Date in accordance with their respective terms and pursuant to subclause 3.5. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may directSchedule 1. 3.3 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer with the Guarantee thereon duly executed by the Guarantor) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.4 If a Global Note Certificate is to be exchanged in accordance with its terms for definitive Notesa Definitive Certificate, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Agent, as soon as reasonably practicable and in any event not later than 15 fifteen (15) days before the relevant exchange is due to take place, sufficient numbers Definitive Certificates in the principal amount of definitive Notes (with Coupons attached) represented by the Global Certificate to enable be issued in exchange for the Principal Paying Agent to comply with its obligations under this AgreementGlobal Certificate. Each definitive Note and Coupon Definitive Certificate so delivered shall be duly executed on behalf of the Issuer. 3.4 The Issuer authorises and instructs (a) the Registrar and Transfer Agent to authenticate the Global Certificate by the manual, electronic or facsimile signature of the authorised signatory of the Registrar and Transfer Agent, and (b) the Registrar and Transfer Agent to authenticate the Definitive Certificates delivered pursuant to subclause 3.3 (above) by the manual, electronic or facsimile signature of the authorised signatory of the Registrar and Transfer Agent. 3.5 The Principal Issuer authorises and instructs the Paying Agent to cause interests in the Global Certificate to be exchanged for Definitive Certificates in accordance with their respective terms. Following the exchange of the last interest in the Global Certificate, the Paying Agent shall cause the Global Certificate to be cancelled and delivered to the Issuer or as it may direct. 3.6 The Paying Agent and the Registrar and Transfer Agent shall cause all Notes delivered to and held by it them under this Agreement to be maintained in safe custody and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes Definitive Certificates are issued only in accordance with the terms of a the Global Note, Certificate and the Trust Deed and provisions of this Agreement. 3.6 3.7 So long as any of the Notes is outstanding the Principal Paying Agent shall, within seven (7) days of any request by the Issuer or the Trustee certify to the Issuer or the Trustee the number of definitive Notes Definitive Certificates held by it under this AgreementAgreement.‌ 3.8 The Definitive Certificates will be substantially in the form set out in Schedule 2.

Authentication and Delivery of Notes. 3.1 4.1 Upon execution and delivery thereof by the Issuer, the Fiscal Agent shall authenticate the Global Certificate evidencing the Notes. The Issuer authorises also authorizes and instructs the Principal Paying Fiscal Agent to authenticate the Global Notes and any definitive Notes Certificates which are required to be delivered pursuant to subclause 3.44.2. 3.2 The Issuer authorises and instructs 4.2 If the Principal Paying Agent to cause interests in the Temporary Global Note to be exchanged for interests in the Permanent Global Note and interests in a Global Note to be exchanged for definitive Notes on or after the Exchange Date in accordance with their respective terms and pursuant to subclause 3.5. Following the exchange of the last interest in a Global Note, the Principal Paying Agent shall cause such Global Note to be cancelled and delivered to the Issuer or as it may direct. 3.3 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer with the Guarantee thereon duly executed by the Guarantor) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note. 3.4 If a Global Note Certificate is to be exchanged in accordance with its terms for definitive NotesCertificates, the Issuer undertakes that it will deliver to, or to the order of, the Principal Paying Fiscal Agent, as soon as reasonably practicable and in any event not later than 15 days before the relevant exchange is due to take place, sufficient numbers definitive Certificates in an aggregate principal amount of definitive €750,000,000, or such lesser amount as is the principal amount of Notes (with Coupons attached) represented by the Global Certificate to enable be issued in exchange for the Principal Paying Agent to comply with its obligations under this AgreementGlobal Certificate. Each definitive Note and Coupon Certificate so delivered shall be duly executed on behalf of the Issuer. 3.5 4.3 If the Global Certificate becomes exchangeable for definitive Certificates in accordance with its terms, the Fiscal Agent shall authenticate and deliver to each person designated by the relevant Clearing System (as defined below) a definitive Certificate in accordance with the terms of this Agreement and the Global Certificate. 4.4 The Principal Paying Fiscal Agent shall cause all Notes delivered to and held by it under this Agreement to be maintained in safe custody keeping and shall ensure that interests in the Temporary Global Note are only exchanged for interests in the Permanent Global Note in accordance with the terms of the Temporary Global Note and this Agreement and that the definitive Notes Certificates are issued only in accordance with the terms of a the Global Note, the Trust Deed Certificate and this Agreement. 3.6 So 4.5 Following authentication of the Global Certificate, the Fiscal Agent shall deliver it on the Issue Date at or about the time specified in the relevant Subscription Agreement to the Common Safekeeper together with instructions to effectuate the same (if applicable), in each case against the delivery to the Fiscal Agent of evidence that instructions for payment of the subscription moneys due to the Issuer have been made, such evidence to be in the form set out in such Subscription Agreement. 4.6 If the Issuer is required to deliver definitive Certificates pursuant to the terms of the Global Certificate, the Issuer shall promptly arrange for a stock of definitive Certificates (unauthenticated and with the names of the registered holders left blank but executed on behalf of the Issuer and otherwise complete) to be made available to the Fiscal Agent. 4.7 Notes shall be dated: (a) in the case of the Global Certificate issued on the date of closing, with that date; or (b) in the case of a Note issued upon transfer, with the date of registration in the Register of the transfer; or (c) in the case of a Note issued to the transferor upon transfer in part of a Note, with the same date as the date of the Note transferred; or (d) in the case of a Note issued pursuant to clause 15 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Note in replacement of which it is issued. 4.8 The Fiscal Agent shall so long as any Note is outstanding properly, and in any event within three business days of the Notes is outstanding the Principal Paying Agent shallrelevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), within seven days of any request by the Issuer or the Trustee certify to the Issuer or the Trustee the number of definitive Notes held authenticate and issue, upon receipt by it under this Agreementof, or receipt by it of, notification from any Transfer Agent of delivery to it of, Notes for transfer, duly dated and completed Notes in the name of the registered holders and deliver the Notes at its specified office or at the specified office of the Transfer Agent or (at the risk of the relevant registered holders) send the Notes to such address as the registered holders may request.

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

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

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

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

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