Common use of Forms of Certification Clause in Contracts

Forms of Certification. (a) Except as otherwise specified as contemplated by Section 301, whenever any provision of this Indenture contemplates that certification be given by a beneficial owner of a portion of the Temporary Global Bearer Security, such certification shall be provided substantially in the form of all the following certificate, with only such changes as shall be approved by the Issuer and the Guarantor: "CERTIFICATE DIAGEO FINANCE B.V. Issuer [Title of Securities] Guaranteed as to Payment of Principal, Premium (if any) and Interest by DIAGEO PLC This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ("United States person(s)"), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer and the Guarantor or its or their agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or

Forms of Certification. (a1) Except as otherwise specified as contemplated by Section 301, whenever Whenever any provision of this Indenture contemplates that certification be given by a beneficial owner of a portion of the Temporary Global Bearer Regulation S Security, such certification shall be provided substantially in the form of all the following certificate, with only such changes as shall be approved by the Issuer and the GuarantorCompany: "CERTIFICATE DIAGEO FINANCE B.V. Issuer [Title of Securities] Guaranteed as to Payment of Principal, Premium (if any) and Interest by DIAGEO PLC This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source ("“United States person(s)"”), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(vl2(c)(l)(v)) ("“financial institutions"”) purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer and the Guarantor Company or its or their agent that it will comply with the requirements of Section 165(j)(3)(A), (B) oror (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, in addition, if the owner of the Securities is a United States or foreign financial institution described in Clause (iii) above (whether or not also described in Clause (i) or (ii)) this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.