Exchange for Definitive Notes. This permanent Global Note will be exchangeable in whole but not in part (free of charge to the holder) for definitive Notes only (a) upon the happening of any of the events defined in the Trust Deed as Events of Default, (b) if either Euroclear Bank S.A./N.V. (Euroclear) or Clearstream Banking, société anonyme (Clearstream, Luxembourg) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available, or (c) if the Issuer would suffer a disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change in the practice of Euroclear and/or Clearstream, Luxembourg which would not be suffered were the Notes in definitive form and a certificate to such effect signed by two Directors of the Issuer is given to the Trustee. Thereupon (in the case of (a) and (b) above) the holder of this permanent Global Note (acting on the instructions of (an) Accountholder(s) (as defined below)) may give notice to the Issuer, and (in the case of (c) above) the Issuer may give notice to the Trustee and the Noteholders, of its intention to exchange this permanent Global Note for definitive Notes on or after the Exchange Date (as defined below). On or after the Exchange Date the holder of this permanent Global Note may or, in the case of (c) above, shall surrender this permanent Global Note to or to the order of the Principal Paying Agent. In exchange for this permanent Global Note the Issuer will deliver, or procure the delivery of, an equal aggregate principal amount of definitive Notes in bearer form, serially numbered, in the denominations of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000 each with interest coupons (Coupons) attached on issue in respect of interest which has not already been paid on this permanent Global Note (in exchange for the whole of this permanent Global Note).
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Exchange for Definitive Notes. This permanent Global Master Issuer Note will be exchangeable in whole but not in part (free of charge to the holder) for definitive Definitive Notes only if (a) upon [DTC has notified the happening Issuer that it is at any time unwilling or unable to continue as holder of this Global Master Issuer Note or is at any time unwilling or unable to continue as, or ceases to be, a clearing agency under the United States Securities Exchange Act of 1934, as amended (the events defined in Exchange Act), and a successor to DTC registered as a clearing agency under the Trust Deed as Events Exchange Act is not able to be appointed by the Issuer within 90 days of Default, (b) if either such notification]*[both Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) or and Clearstream Banking, société societe anonyme (Clearstream, Luxembourg) is are closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces announce an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Note Trustee is then available]**, or (cb) if the Issuer would suffer a disadvantage as a result of a any amendment to, or change in in, the laws or regulations of the United Kingdom (taxation or otherwise) of any political subdivision thereof), or as a result of a change any authority therein or thereof having power to tax, or in the practice interpretation or administration by a revenue authority or a court or administration of Euroclear and/or Clearstreamsuch laws or regulations which becomes effective on or after the Closing Date, Luxembourg the Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Notes which would not be suffered required were the relevant Notes in definitive form and a certificate to such effect signed by two Directors of the Issuer is given to the Trusteeregistered form. Thereupon (in the case of (a) and (b) above) the holder of this permanent Global Master Issuer Note (acting on the instructions of (ana) Accountholder(sholder(s) of (as defined belowa) Book-Entry Interest(s)) may give notice to the Issuer, and (in the case of (c) above) the Issuer may give notice to the Note Trustee and the Noteholders, of its intention to exchange this permanent Global Master Issuer Note for definitive [Rule 144A/Reg S/SEC-Registered] Definitive Notes on or after the Exchange Date (as defined below). On or after the Exchange Date Date, the holder of this permanent Global Master Issuer Note may or, in the case of (c) above, shall surrender this permanent Global Master Issuer Note to or to the order of the Principal Paying AgentRegistrar. In exchange for this permanent Global Master Issuer Note the Issuer will deliver, or procure the delivery of, an equal aggregate principal amount of definitive Definitive Notes in bearer form, serially numbered, registered form in the denominations of £100,000 and [US$100,000][[EURO]50,000][[POUND]100,000] each, plus integral multiples of £1,000 [US$1,000][[EURO]1,000][[POUND]1,000], or in excess thereof up such other denominations as the Note Trustee shall determine (which must be higher than [US$100,000][[EURO]50,000][[POUND]100,000]) and notify to and including £199,000 each with interest coupons (Coupons) attached on issue in respect of interest which has not already been paid on this permanent Global Note (the relevant Noteholders, in exchange for the whole of this permanent Global Master Issuer Note).
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