Common use of Promise to Pay Clause in Contracts

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global Note) surrender of this Registered Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder of the Notes represented by this Registered Global Note is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global Note, (c) this Registered Global Note is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Note.

Promise to Pay. The Issuer, for value received, promises to pay to the registered holder of the Notes represented by this Registered Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global NoteCertificate) surrender of this Registered Global Note Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Terms and Conditions may become repayable payable in accordance with the Terms and Conditions) the amount payable upon redemption under the Terms and Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note Certificate and (unless the Notes represented by this Registered Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions Terms and Conditions, together with such premium and other sums and additional amounts (if any) as may be payable under the Terms and Conditions, in accordance with the Terms and Conditions. For the purposes of this Registered Global NoteCertificate, (a) the holder of the Notes represented by this Registered Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global NoteCertificate, (c) this Registered Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note Certificate passes only on due registration on the Register, and (e) only the registered holder of the Notes represented by this Registered Global Note Certificate is entitled to payments in respect of the Notes represented by this Registered Global NoteCertificate.

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note upon presentation and Certificate (when subject to surrender of this Global Certificate if no further payment is due falls to be made in respect of the Notes represented by this Registered Global Notesuch Notes) surrender of this Registered Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the methods of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Registered Global NoteCertificate, (a) the holder of the Notes represented by this Registered Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global NoteCertificate, (c) this Registered Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note Certificate is entitled to payments in respect of the Notes represented by this Registered Global NoteCertificate.

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note upon presentation and Certificate (when subject to surrender of this Global Certificate if no further payment is due falls to be made in respect of the Notes represented by this Registered Global Notesuch Notes) surrender of this Registered Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the methods of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where “Clearing System Business Day” means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Registered Global NoteCertificate, (a) the holder of the Notes represented by this Registered Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global NoteCertificate, (c) this Registered Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Note.,

Promise to Pay. The Issuer, for value received, promises to pay to the holder Registered Holder of the Notes ECNs represented by this Registered Restricted Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes ECNs represented by this Registered Restricted Global NoteCertificate) surrender of this Registered Restricted Global Note Certificate on the Maturity Date (in the case of Dated ECNs only) or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) , the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes ECNs represented by this Registered Restricted Global Note Certificate or (in the case of Undated ECNs) such other amount as may be payable pursuant to Condition 5(a), and (unless the Notes ECNs represented by this Restricted Global Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes ECNs from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the methods of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the ECNs represented by this Restricted Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Restricted Global NoteCertificate, (a) the holder Registered Holder of the Notes ECNs represented by this Registered Restricted Global Note Certificate is bound by the provisions of the Trust Deed and the Agency AgreementAgreement and shall be bound by and have the benefit of the applicable provisions of the Deed Poll, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder Registered Holder of the Notes ECNs represented by this Registered Restricted Global NoteCertificate, (c) this Registered Restricted Global Note Certificate is evidence of entitlement only, (d) title to the Notes ECNs represented by this Registered Restricted Global Note Certificate passes only on due registration on the Register, and (e) only the holder Registered Holder of the Notes ECNs represented by this Registered Restricted Global Note Certificate is entitled to payments in respect of the Notes ECNs represented by this Registered Restricted Global NoteCertificate.

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global NoteCertificate) surrender of this Registered Global Note Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the methods of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Registered Global NoteCertificate, (a) the holder of the Notes represented by this Registered Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global NoteCertificate, (c) this Registered Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note Certificate is entitled to payments in respect of the Notes represented by this Registered Global Note.Certificate. Transfer of Notes represented by permanent Global Certificates If the Schedule hereto states that the Notes are to be represented by a permanent Global Certificate on issue, transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 2(b) may only be made in part:

Promise to Pay. The Issuer, for value received, promises to pay to the holder Registered Holder of the Notes represented by this Registered Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global NoteCertificate) surrender of this Registered Global Note Certificate on the Maturity Date (or on such earlier date as specified in the amount payable upon redemption under the Conditions may become repayable in accordance with the Terms and Conditions) the amount payable upon redemption under as specified in the Terms and Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note and (unless the Notes represented by this Certificate do not bear interest) to pay any interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for as specified in the Conditions Terms and Conditions, together with such premium and other sums and additional amounts (if any) as may be payable under the Terms and Conditions, in accordance with the Terms and Conditions. For the purposes of this Registered Global NoteCertificate, (a) the holder of the Notes represented by this Registered Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global NoteCertificate, (c) this Registered Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note Certificate passes only on due registration on the Register, and (e) only the holder Registered Holder of the Notes represented by this Registered Global Note Certificate is entitled to payments in respect of the Notes represented by this Registered Global Note.Certificate. The Register will be conclusive as to the issue outstanding amount. Exchanges of Notes Represented by Registered Global Certificates for Registered Definitive Certificates Interests in the Notes represented by this Registered Global Certificate will be exchangeable for the Notes represented by Registered Definitive Certificates only:

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes * Delete as appropriate Back to Contents represented by this Registered Global NoteCertificate) surrender of this Registered Global Note Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the methods of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global NoteCertificate, (a) the holder of the Notes represented by this Registered Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global NoteCertificate, (c) this Registered Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note Certificate is entitled to payments in respect of the Notes represented by this Registered Global Note.Certificate. Transfer of Notes represented by permanent Global Certificates If the Schedule hereto states that the Notes are to be represented by a permanent Global Certificate on issue, transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 2(b) may only be made in part:

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note upon presentation and Certificate (when subject to surrender of this Global Certificate if no further payment is due falls to be made in respect of the Notes represented by this Registered Global Notesuch Notes) surrender of this Registered Global Note on the Maturity Date 23 June 2026 (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Issue Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the method of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Registered Global NoteCertificate, (a) the holder of the Notes represented by this Registered Global Note Certificate is bound by the provisions of the Agency AgreementTrust Deed, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global NoteCertificate, (c) this Registered Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note Certificate is entitled to payments in respect of the Notes represented by this Registered Global NoteCertificate.

Promise to Pay. The Subject as provided in this permanent Global Note, the Issuer, for value received, promises to pay the bearer the sum of £[amount] ([AMOUNT IN WORDS]) or such lesser sum as is equal to the holder principal amount of the Notes represented by this Registered Global Note upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global Note) surrender of this Registered permanent Global Note on the Maturity Date ([date] or on such earlier date as the amount payable upon redemption principal in respect of this permanent Global Note may become due under the Conditions and to pay interest on the principal sum for the time being represented by this permanent Global Note calculated and payable as provided in the Conditions together with any other amounts as may become repayable be payable under the Conditions upon presentation and, at maturity, surrender of this permanent Global Note to or to the order of the Fiscal Agent or any of the other paying agents located outside the United States (except as provided in accordance with the Conditions) from time to time appointed by the amount payable upon redemption under the Conditions Issuer in respect of the aggregate nominal Notes, but in each case subject to the requirements as to certification provided below. The principal amount of Notes represented by this Registered permanent Global Note shall be that amount (in any event not exceeding £[●]) equal to the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”) (together, the “Relevant Clearing Systems” and (unless each a “Relevant Clearing System”), which shall be completed and/or amended as the case may be upon exchange of the whole or a part of the temporary Global Note initially representing the Notes for a corresponding interest herein or upon the redemption or purchase and cancellation of Notes represented by hereby or exchange for Definitive Notes as described below. The records of the Relevant Clearing Systems (which expression in this Certificate do not bear interest) to pay interest in respect permanent Global Note means the records that each Relevant Clearing System holds for its accountholders which reflect the amount of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, accountholders’ interests in the amounts and on Notes) shall be conclusive evidence of the dates for payment provided for in the Conditions together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder principal amount of the Notes represented by this Registered permanent Global Note is bound and, for these purposes, a statement issued by a Relevant Clearing System (which statement shall be made available to the provisions bearer upon request) stating the principal amount of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global Note, (c) this Registered permanent Global Note is at any time shall be conclusive evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder records of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Notethat Relevant Clearing System at that time.

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Restricted Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Restricted Global NoteCertificate) surrender of this Registered Restricted Global Note Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Restricted Global Note Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the method of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Restricted Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Restricted Global NoteCertificate, (a) the holder of the Notes represented by this Registered Restricted Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Restricted Global NoteCertificate, (c) this Registered Restricted Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Restricted Global Note Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Restricted Global Note Certificate is entitled to payments in respect of the Notes represented by this Registered Restricted Global Note.Certificate. Transfer of Notes represented by this Restricted Global Certificate If the Schedule hereto states that the Notes are to be represented by a Restricted Global Certificate on issue, transfers of the holding of Notes represented by this Restricted Global Certificate pursuant to Condition 2(b) may only be made:

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global Note) surrender of this Registered Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder of the Notes represented by this Registered Global Note is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global Note, (c) this Registered Global Note is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Note.

Promise to Pay. The Subject as provided in this temporary Global Note, the Issuer, for value received, promises to pay the bearer the sum of €[amount] ([AMOUNT IN WORDS]) or such lesser sum as is equal to the holder principal amount of the Notes represented by this Registered Global Note upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global Note) surrender of this Registered temporary Global Note on the Maturity Date ([date] or on such earlier date as the amount payable upon redemption principal in respect of this temporary Global Note may become due under the Conditions and to pay interest on the principal sum for the time being represented by this temporary Global Note calculated and payable as provided in the Conditions together with any other amounts as may become repayable be payable under the Conditions upon presentation and, at maturity, surrender of this temporary Global Note to or to the order of the Fiscal Agent or any of the other paying agents located outside the United States (except as provided in accordance with the Conditions) from time to time appointed by the amount payable upon redemption under the Conditions Issuer in respect of the aggregate nominal Notes, but in each case subject to the requirements as to certification provided below. The principal amount of Notes represented by this Registered temporary Global Note shall be that amount (in any event not exceeding €[●]) equal to the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (unless “Clearstream, Luxembourg”) (together the “Relevant Clearing Systems” and each a “Relevant Clearing System”), which shall be completed and/or amended as the case may be upon the redemption or purchase and cancellation of Notes represented hereby or exchange for permanent Global Notes as described below. The records of the Relevant Clearing Systems (which expression in this temporary Global Note means the records that each Relevant Clearing System holds for its accountholders which reflect the amount of such accountholders’ interests in the Notes) shall be conclusive evidence of the principal amount of Notes represented by this Certificate do not bear interesttemporary Global Note and, for these purposes, a statement issued by a Relevant Clearing System (which statement shall be made available to the bearer upon request) to pay interest in respect of such aggregate nominal stating the principal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder of the Notes represented by this Registered temporary Global Note is bound by the provisions at any time shall be conclusive evidence of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder records of the Notes represented by this Registered Global Note, (c) this Registered Global Note is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global NoteRelevant Clearing System at that time.

Promise to Pay. The Subject as provided in this temporary Global Note, the Issuer, for value received, promises to pay the bearer the sum of £[amount] ([AMOUNT IN WORDS]) or such lesser sum as is equal to the holder principal amount of the Notes represented by this Registered Global Note upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global Note) surrender of this Registered temporary Global Note on the Maturity Date ([date] or on such earlier date as the amount payable upon redemption principal in respect of this temporary Global Note may become due under the Conditions and to pay interest on the principal sum for the time being represented by this temporary Global Note calculated and payable as provided in the Conditions together with any other amounts as may become repayable be payable under the Conditions upon presentation and, at maturity, surrender of this temporary Global Note to or to the order of the Fiscal Agent or any of the other paying agents located outside the United States (except as provided in accordance with the Conditions) from time to time appointed by the amount payable upon redemption under the Conditions Issuer in respect of the aggregate nominal Notes, but in each case subject to the requirements as to certification provided below. The principal amount of Notes represented by this Registered temporary Global Note shall be that amount (in any event not exceeding £[●]) equal to the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (unless “Clearstream, Luxembourg”) (together the “Relevant Clearing Systems” and each a “Relevant Clearing System”), which shall be completed and/or amended as the case may be upon the redemption or purchase and cancellation of Notes represented hereby or exchange for permanent Global Notes as described below. The records of the Relevant Clearing Systems (which expression in this temporary Global Note means the records that each Relevant Clearing System holds for its accountholders which reflect the amount of such accountholders’ interests in the Notes) shall be conclusive evidence of the principal amount of Notes represented by this Certificate do not bear interesttemporary Global Note and, for these purposes, a statement issued by a Relevant Clearing System (which statement shall be made available to the bearer upon request) to pay interest in respect of such aggregate nominal stating the principal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder of the Notes represented by this Registered temporary Global Note is bound by the provisions at any time shall be conclusive evidence of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder records of the Notes represented by this Registered Global Note, (c) this Registered Global Note is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global NoteRelevant Clearing System at that time.

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global Note) surrender of this Registered Global 102 Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions Redemption Amount may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions Redemption Amount in respect of the aggregate nominal amount of Notes represented by this Registered Global Note and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder of the Notes represented by this Registered Global Note is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global Note, (c) this Registered Global Note is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Note.

Promise to Pay. The Subject as provided in this permanent Global Note, the Issuer, for value received, promises to pay the bearer the sum of €[amount] ([AMOUNT IN WORDS]) or such lesser sum as is equal to the holder principal amount of the Notes represented by this Registered Global Note upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global Note) surrender of this Registered permanent Global Note on the Maturity Date ([date] or on such earlier date as the amount payable upon redemption principal in respect of this permanent Global Note may become due under the Conditions and to pay interest on the principal sum for the time being represented by this permanent Global Note calculated and payable as provided in the Conditions together with any other amounts as may become repayable be payable under the Conditions upon presentation and, at maturity, surrender of this permanent Global Note to or to the order of the Fiscal Agent or any of the other paying agents located outside the United States (except as provided in accordance with the Conditions) from time to time appointed by the amount payable upon redemption under the Conditions Issuer in respect of the aggregate nominal Notes, but in each case subject to the requirements as to certification provided below. The principal amount of Notes represented by this Registered permanent Global Note shall be that amount (in any event not exceeding €[●]) equal to the aggregate amount from time to time entered in the records of both Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”) (together, the “Relevant Clearing Systems” and (unless each a “Relevant Clearing System”), which shall be completed and/or amended as the case may be upon exchange of the whole or a part of the temporary Global Note initially representing the Notes for a corresponding interest herein or upon the redemption or purchase and cancellation of Notes represented by hereby or exchange for Definitive Notes as described below. The records of the Relevant Clearing Systems (which expression in this Certificate do not bear interest) to pay interest in respect permanent Global Note means the records that each Relevant Clearing System holds for its accountholders which reflect the amount of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, accountholders’ interests in the amounts and on Notes) shall be conclusive evidence of the dates for payment provided for in the Conditions together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder principal amount of the Notes represented by this Registered permanent Global Note is bound and, for these purposes, a statement issued by a Relevant Clearing System (which statement shall be made available to the provisions bearer upon request) stating the principal amount of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global Note, (c) this Registered permanent Global Note is at any time shall be conclusive evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder records of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Notethat Relevant Clearing System at that time.

Promise to Pay. The Issuer, for value received, promises to pay to the registered holder of the Notes represented by this Registered Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global NoteCertificate) surrender of this Registered Global Note Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Terms and Conditions may become repayable payable in accordance with the Terms and Conditions) the amount payable upon redemption under the Terms and Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note Certificate and (unless the Notes represented by this Registered Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions Terms and Conditions, together with such premium and other sums and additional amounts (if any) as may be payable under the Terms and Conditions, in accordance with the Terms and Conditions. For the purposes of this Registered Global NoteCertificate, (a) the holder of the Notes represented by this Registered Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global NoteCertificate, (c) this Registered Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note Certificate passes only on due registration on the Register, and (e) only the registered holder of the Notes represented by this Registered Global Note Certificate is entitled to payments in respect of the Notes represented by this Registered Global Note.Certificate. The Register will be conclusive as to the issue outstanding amount. Transfer of Notes Represented by Permanent Registered Global Certificates Transfers of the holding of Notes represented by this Registered Global Certificate pursuant to Condition 2 may only be made in part:

Promise to Pay. The Issuer, for value received, promises to pay to the holder Registered Holder of the Notes ECNs represented by this Registered Regulation S Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes ECNs represented by this Registered Regulation S Global NoteCertificate) surrender of this Registered Regulation S Global Note Certificate on the Maturity Date (in the case of Dated ECNs only) or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) , the amount payable repayable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes ECNs represented by this Registered Regulation S Global Note Certificate or (in the case of Undated ECNs) such other amount as may be payable pursuant to Condition 5(a), and (unless the Notes ECNs represented by this Regulation S Global Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes ECNs from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the methods of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the ECNs represented by this Regulation S Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Regulation S Global NoteCertificate, (a) the holder Registered Holder of the Notes ECNs represented by this Registered Regulation S Global Note Certificate is bound by the provisions of the Trust Deed and the Agency AgreementAgreement and shall be bound by and have the benefit of the applicable provisions of the Deed Poll, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes ECNs represented by this Registered Regulation S Global NoteCertificate, (c) this Registered Regulation S Global Note Certificate is evidence of entitlement only, (d) title to the Notes ECNs represented by this Registered Regulation S Global Note Certificate passes only on due registration on the Register, and (e) only the holder Registered Holder of the Notes ECNs represented by this Registered Regulation S Global Note Certificate is entitled to payments in respect of the Notes ECNs represented by this Registered Regulation S Global NoteCertificate.

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Global Note) surrender of this Registered Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions Redemption Amount may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions Redemption Amount in respect of the aggregate nominal amount of Notes represented by this Registered Global Note and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment provided for in the Conditions together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder of the Notes represented by this Registered Global Note is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global Note, (c) this Registered Global Note is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Note.

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Global Note upon presentation and Certificate (when subject to surrender of this Global Certificate if no further payment is due falls to be made in respect of the Notes represented by this Registered Global Notesuch Notes) surrender of this Registered Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable payable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note Certificate and (unless the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the methods of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except 25 December and 1 January. For the purposes of this Registered Global NoteCertificate, (a) the holder of the Notes represented by this Registered Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global NoteCertificate, (c) this Registered Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Note.,

Promise to Pay. The Issuer, for value received, promises to pay to the holder Registered Holder of the Notes ECNs represented by this Registered Unrestricted Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes ECNs represented by this Registered Unrestricted Global NoteCertificate) surrender of this Registered Unrestricted Global Note Certificate on the Maturity Date (in the case of Dated ECNs only) or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) , the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes ECNs represented by this Registered Global Note Certificate or (in the case of Undated ECNs) such other amount as may be payable pursuant to Condition 5(a), and (unless the Notes ECNs represented by this Unrestricted Global Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes ECNs from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, and in accordance with the methods of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the ECNs represented by this Unrestricted Global Certificate, together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Unrestricted Global NoteCertificate, (a) the holder Registered Holder of the Notes ECNs represented by this Registered Unrestricted Global Note Certificate is bound by the provisions of the Trust Deed and the Agency AgreementAgreement and shall be bound by and have the benefit of the applicable provisions of the Deed Poll, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes ECNs represented by this Registered Unrestricted Global NoteCertificate, (c) this Registered Unrestricted Global Note Certificate is evidence of entitlement only, (d) title to the Notes ECNs represented by this Registered Unrestricted Global Note Certificate passes only on due registration on the Register, and (e) only the holder of the Notes ECNs represented by this Registered Unrestricted Global Note Certificate is entitled to payments in respect of the Notes ECNs represented by this Registered Unrestricted Global NoteCertificate.

Promise to Pay. The Issuer, for value received, promises to pay to the holder of the Notes represented by this Registered Unrestricted Global Note Certificate upon presentation and (when no further payment is due in respect of the Notes represented by this Registered Unrestricted Global NoteCertificate) surrender of this Registered Unrestricted Global Note Certificate on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Unrestricted Global Note Certificate and (unless the Notes represented by this Unrestricted Global Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, in the amounts and on the dates for payment payment, in accordance with the method of calculation provided for in the Conditions Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Unrestricted Global Certificate together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Unrestricted Global NoteCertificate, (a) the holder of the Notes represented by this Registered Unrestricted Global Note Certificate is bound by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Unrestricted Global NoteCertificate, (c) this Registered Unrestricted Global Note Certificate is evidence of entitlement only, (d) title to the Notes represented by this Registered Unrestricted Global Note Certificate passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Unrestricted Global Note Certificate is entitled to payments in respect of the Notes represented by this Registered Unrestricted Global NoteCertificate.

Promise to Pay. The IssuerFOR VALUE RECEIVED, for value receivedPREFERRED EQUITIES CORPORATION, a Nevada corporation ("Maker") whose address is 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000, promises to pay to the holder order of XXXXXX FINANCIAL, INC., a Delaware corporation, and its successors and assigns ("Holder"), in lawful money of the Notes represented United States of America and in immediately available funds, the aggregate unpaid principal amount of all Advances made by Holder to Maker (the "Loan") pursuant to the Receivables Loan Agreement. This is a revolving Note, the principal amount of which may increase or decrease from time to time during the term hereof. This Note shall evidence Advances made under the Receivables Loan Agreement, notwithstanding that the total aggregate of principal advances and repayments exceed the original maximum principal amount hereof, and notwithstanding that the principal balance may be zero at any time. Payments shall be made to Holder at 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 (or such other address as Holder may hereafter designate in writing to Maker). The repayment of the Loan evidenced by this Registered Global Note upon presentation is secured by the Receivables Loan Agreement pursuant to which Maker has assigned, pledged and (when no further payment is due granted a security interest to Lender in respect certain receivables related to the sale of Intervals and other collateral described therein. This Note, the Receivables Loan Agreement and any other documents evidencing or securing the Loan or executed in connection therewith, and any modification, renewal or extension of any of the Notes represented by this Registered Global Noteforegoing are collectively called the "Receivables Loan Documents". -------------------------- This Note has been issued pursuant to the Receivables Loan Agreement, and all of the terms, covenants and conditions of the Receivables Loan Agreement (including all Exhibits thereto) surrender and all other instruments evidencing or securing the indebtedness hereunder are hereby made a part of this Registered Global Note on the Maturity Date (or on such earlier date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the aggregate nominal amount of Notes represented by this Registered Global Note and (unless are deemed incorporated herein in full. Defined terms used herein and not otherwise defined shall have the Notes represented by this Certificate do not bear interest) to pay interest in respect of such aggregate nominal amount of Notes from the Interest Commencement Date in arrear at the rates, meanings set forth in the amounts and on the dates for payment provided for in the Conditions together with such premium and other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with the Conditions. For the purposes of this Registered Global Note, (a) the holder of the Notes represented by this Registered Global Note is bound by the provisions of the Agency Receivables Loan Agreement, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Registered Global Note, (c) this Registered Global Note is evidence of entitlement only, (d) title to the Notes represented by this Registered Global Note passes only on due registration on the Register, and (e) only the holder of the Notes represented by this Registered Global Note is entitled to payments in respect of the Notes represented by this Registered Global Note.