Common use of Form, Denomination and Title Clause in Contracts

Form, Denomination and Title. The Notes shall be issued only in fully registered form without coupons in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (referred to as the Specified Denomination). The Issuer will procure that the register of Noteholders to be kept by the Registrar outside the United Kingdom (the Register). Title to the Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notes. The Issuer and any Agent may to the fullest extent permitted by applicable law deem and treat the registered holder of any Note as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the Global Notes, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear or Clearstream, as applicable, each person who is for the time being shown in the records of the relevant Clearing System as the holder of a particular nominal amount of Notes shall be deemed to be and shall be treated by the Issuer and any Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, for which purpose the registered holder of the Global Notes shall be treated by the Issuer and any Agent as the holder of such Notes in accordance with and subject to the terms of the Global Notes (and the expressions Noteholder, holder (in relation to any Note) and related expressions shall be construed accordingly). Notes which are represented by the Global Notes will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and Clearstream, in the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such time. References to DTC, Euroclear and Clearstream shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Fiscal Agent.

Form, Denomination and Title. The Notes shall be issued only are in fully registered bearer form without coupons and, in denominations the case of U.S.$200,000 and integral multiples of U.S.$1,000 definitive Notes, serially numbered, in excess thereof the currency (referred to as the Specified Denomination). The Issuer will procure that Currency) and the register of Noteholders to be kept by the Registrar outside the United Kingdom denominations (the RegisterSpecified Denomination(s)) specified in the applicable Final Terms. Title Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Inflation Linked Note (being either an Inflation Linked Interest Note, an Inflation Linked Redemption Note or a combination of the two) or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notesby delivery. The Issuer and any Agent may to the fullest extent permitted Paying Agents will (except as otherwise required by applicable law law) deem and treat the registered holder bearer of any Note or Coupon as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the any Global NotesNote, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by the a Global Notes Note held on behalf of DTCEuroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, as applicable, each person Luxembourg) who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and any Agent the Paying Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, for which purpose the registered holder bearer of the relevant Global Notes Note shall be treated by the Issuer and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Notes (Note and the expressions Noteholder, Noteholder and holder (in relation to any Note) of Notes and related expressions shall be construed accordingly). Notes which are represented by the a Global Notes Note will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and Clearstream, in Luxembourg, as the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such timecase may be. References to DTCEuroclear and/or Clearstream, Euroclear and Clearstream Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by specified in Part 2 of the Issuer and the Fiscal Agentapplicable Final Terms.

Form, Denomination and Title. The Notes shall be issued only are in fully registered bearer form without coupons and, in denominations the case of U.S.$200,000 and integral multiples of U.S.$1,000 definitive Notes, serially numbered, in excess thereof the currency (referred to as the Specified Denomination). The Issuer will procure that Currency) and the register of Noteholders to be kept by the Registrar outside the United Kingdom denominations (the RegisterSpecified Denomination(s)) specified in the applicable Final Terms. Title Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notesby delivery. The Issuer and any Agent may to the fullest extent permitted Paying Agents will (except as otherwise required by applicable law law) deem and treat the registered holder bearer of any Note or Coupon as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the any Global NotesNote, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by the a Global Notes Note held on behalf of DTCEuroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, as applicable, each person Luxembourg) who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and any Agent the Paying Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, for which purpose the registered holder bearer of the relevant Global Notes Note shall be treated by the Issuer and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Notes (Note and the expressions Noteholder, Noteholder and holder (in relation to any Note) of Notes and related expressions shall be construed accordingly). Notes which are represented by the a Global Notes Note will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and Clearstream, in Luxembourg, as the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such timecase may be. References to DTCEuroclear and/or Clearstream, Euroclear and Clearstream Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by specified in Part B of the Issuer and the Fiscal Agentapplicable Final Terms.

Form, Denomination and Title. The Notes shall be are issued only in fully bearer form (“Bearer Notes”), or in registered form without coupons (“Registered Notes”) in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 each case in excess thereof (referred to as the Specified Denomination)Denomination(s) as specified in the applicable Final Terms. The Issuer will procure Notes may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes or a combination of any of the foregoing, depending upon the Interest Basis and Redemption/Payment Basis as specified in the applicable Final Terms. Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Registered Notes are represented by registered certificates (“Certificates”) and, save as provided in Condition 2(c) (Delivery of New Certificates), each Certificate shall represent the entire holding of Registered Notes by the same holder. Title to the Bearer Notes and the Coupons and Talons shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the register of Noteholders Issuer shall procure to be kept by the Registrar outside the United Kingdom (the Register). Title to the Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and (the Notes“Register”). The Issuer and any Agent may to Except as ordered by a court of competent jurisdiction or as required by law, the fullest extent permitted by applicable law deem and treat the registered holder (as defined below) of any Note as the absolute owner thereof (whether Note, Coupon or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the Global Notes, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear or Clearstream, as applicable, each person who is for the time being shown in the records of the relevant Clearing System as the holder of a particular nominal amount of Notes Talon shall be deemed to be and shall may be treated by the Issuer and any Agent as the holder of such nominal amount of such Notes its absolute owner for all purposes other than with respect to the payment whether or not it is overdue and regardless of principal any notice of ownership, trust or an interest in it, any writing on it (or on the Notes, for which purpose the registered holder Certificate representing it) or its theft or loss (or that of the Global Notes related Certificate) and no person shall be treated by liable for so treating the Issuer and any Agent as the holder of such Notes in accordance with and subject to the terms of the Global Notes (and the expressions Noteholder, holder (in relation to any Note) and related expressions shall be construed accordingly). Notes which are represented by the Global Notes will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and Clearstream, in the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such time. References to DTC, Euroclear and Clearstream shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Fiscal Agentholder.

Form, Denomination and Title. The Notes shall be issued only in fully registered form without coupons in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (referred to as the Specified Denomination). The Issuer will procure that the register of Noteholders to be kept by the Registrar outside the United Kingdom (the Register). Title to the Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notes. The Issuer and any Agent may to the fullest extent permitted by applicable law deem and treat the registered holder of any Note as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the Global Notes, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear or Clearstream, as applicable, each person who is for the time being shown in the records of the relevant Clearing System DTC as the holder of a particular nominal amount of Notes shall be deemed to be and shall be treated by the Issuer and any Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, for which purpose the registered holder of the Global Notes shall be treated by the Issuer and any Agent as the holder of such Notes in accordance with and subject to the terms of the Global Notes (and the expressions Noteholder, holder (in relation to any Note) and related expressions shall be construed accordingly). Notes which are represented by the Global Notes will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing SystemDTC and its direct or indirect participants (including, if applicable, those of Euroclear and/or Clearstream). For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and Clearstream, in the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing SystemDTC, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System DTC in effect at such time. References to DTC, Euroclear and Clearstream DTC shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Fiscal Agent.

Form, Denomination and Title. The Notes shall be issued only are in fully registered bearer form without coupons and, in denominations the case of U.S.$200,000 and integral multiples of U.S.$1,000 definitive Notes, serially numbered, in excess thereof the currency (referred to as the Specified Denomination). The Issuer will procure that Currency) and the register of Noteholders to be kept by the Registrar outside the United Kingdom denominations (the RegisterSpecified Denomination(s)) specified in the applicable Final Terms. Title Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notesby delivery. The Issuer and any Agent may to the fullest extent permitted will (except as otherwise required by applicable law law) deem and treat the registered holder bearer of any Note or Coupon as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the any Global NotesNote, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by the a Global Notes Note held on behalf of DTCEuroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, as applicable, each person Luxembourg) who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and any Agent the Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, for which purpose the registered holder bearer of the relevant Global Notes Note shall be treated by the Issuer and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Notes (Note and the expressions Noteholder, Noteholder and holder (in relation to any Note) of Notes and related expressions shall be construed accordingly). Notes which are represented by the a Global Notes Note will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and Clearstream, in Luxembourg, as the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such timecase may be. References to DTCEuroclear and/or Clearstream, Euroclear and Clearstream Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by specified in Part B of the Issuer and the Fiscal Agentapplicable Final Terms.

Form, Denomination and Title. The Notes shall are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s) specified in the applicable Final Terms. This Note may (i) bear interest calculated by reference to one or more fixed rates of interest (such Note, a "Fixed Rate Note"), (ii) bear interest calculated by reference to, in the case of an initial period, an initial fixed rate of interest and, thereafter, the applicable fixed rate of interest that has been determined pursuant to the reset provisions contained in these Terms and Conditions, by reference to a mid-market swap rate for the Specified Currency (such Note, a "Reset Note"), (iii) bear interest calculated by reference to one or more floating rates of interest (such Note, a "Floating Rate Note"), (iv) be issued only in fully registered form without coupons in denominations on a non-interest bearing basis and be offered and sold at a discount to its nominal amount (such Note, a "Zero Coupon Note") or (v) be a combination of U.S.$200,000 and integral multiples any of U.S.$1,000 in excess thereof (referred to the foregoing. Subject as the Specified Denomination). The Issuer will procure that the register of Noteholders to be kept by the Registrar outside the United Kingdom (the Register). Title set out below, title to the Notes and Coupons will pass upon registration of transfers by delivery. The Issuer, the Replacement Agent (as defined in accordance with the provisions of the Agency Agreement and the Notes. The Issuer Agreement) and any Paying Agent may (to the fullest extent permitted by applicable law law) deem and treat the registered holder bearer of any Note or Coupon as the absolute owner thereof (whether or not the same are such Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the Global Notesany global Note, without prejudice to the provisions set out in the next two succeeding paragraphparagraphs. The holder of each Coupon, whether or not such Coupon is attached to a Note, shall be subject to and bound by all the provisions contained in the relevant Note. For so long as any of the Notes are of this Tranche is represented by a global Note (including Notes issued in new global note ("NGN") form, as specified in the Global Notes applicable Final Terms) held on behalf of DTC, Euroclear or Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, as applicableLuxembourg"), each person who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer Issuer, the Trustee and any Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or and interest on the such Notes, for the right to which purpose shall be vested, as against the registered holder Issuer, the Trustee and any Paying Agent, solely in the bearer of the Global Notes shall be treated by the Issuer and any Agent as the holder of such Notes relevant global Note in accordance with and subject to its terms (or the terms of Trustee in accordance with the Global Notes Trust Deed) (and the expressions "Noteholder, " and "holder (in relation to any Note) of Notes" and related expressions shall be construed accordingly). Notes which are represented by the Global Notes a global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear or of Clearstream, Luxembourg, as the relevant Clearing Systemcase may be. For so long as any of the Notes are in this Tranche is represented by the Global Notes a global Note held by or on behalf of DTCthe Hong Kong Monetary Authority as operator (the "CMU Operator") of the Central Moneymarkets Unit Service ("CMU Service"), Euroclear each person for whose account a relevant interest in such global Note is credited as being held by the CMU Operator, as notified to the CMU Lodging and ClearstreamPaying Agent by the CMU Operator in a relevant CMU Instrument Position Report or in any other relevant notification by the CMU Operator (which notification, in the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures either case, shall be conclusive evidence of the relevant Clearing System, records of the terms hereof CMU Operator save in the case of manifest error) shall be deemed to be amended to reflect the relevant rules holder of a corresponding nominal amount of the Notes (and operating procedures the holder of the relevant Clearing System in effect at such time. References to DTC, Euroclear and Clearstream shall, whenever the context so permits, global Note shall not be deemed to include a reference be the holder) for all purposes other than with respect to any additional the payment of principal or alternative clearing system approved by interest on such Notes, the Issuer right to which shall be vested, as against the Issuer, the Trustee and the Fiscal CMU Lodging and Paying Agent, solely in the bearer of such global Note and for which purpose the bearer of such global Note shall be deemed to be the holder of such nominal amount of such Notes in accordance with and subject to its terms (or the Trustee in accordance with the Trust Deed) (and the expressions "Noteholder", "holder of Notes" and related expressions shall be construed accordingly). For these purposes, a notification from the CMU Service shall be conclusive and binding evidence of the identity of any holder of Notes and the nominal amount of any Notes represented by such global Note credited to its account (save in the case of manifest error).

Form, Denomination and Title. The Notes shall be issued only are in fully registered bearer form without coupons and, in denominations the case of U.S.$200,000 and integral multiples of U.S.$1,000 definitive Notes, serially numbered, in excess thereof the currency (referred to as the Specified Denomination). The Issuer will procure that Currency) and the register of Noteholders to be kept by the Registrar outside the United Kingdom denomination(s) (the RegisterSpecified Denomination(s)) specified in the applicable Final Terms. Title Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms. Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Notes and Coupons will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notesby delivery. The Issuer and any Agent may to the fullest extent permitted Paying Agents will (except as otherwise required by applicable law law) deem and treat the registered holder bearer of any Note or Coupon as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the any Global NotesNote, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by the a Global Notes Note held on behalf of DTCEuroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, as applicable, each person Luxembourg) who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and any Agent the Paying Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, for which purpose the registered holder bearer of the relevant Global Notes Note shall be treated by the Issuer and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Notes (Note and the expressions Noteholder, Noteholder and holder (in relation to any Note) of Notes and related expressions shall be construed accordingly). Notes which are represented by the a Global Notes Note will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and Clearstream, in Luxembourg, as the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such timecase may be. References to DTCEuroclear and/or Clearstream, Euroclear and Clearstream Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by specified in Part B of the Issuer and the Fiscal Agentapplicable Final Terms.

Form, Denomination and Title. The Notes shall be are in bearer form.3 Definitive Notes, if any, are serially numbered, in the Specified Currency and the Specified Denomination(s). This Note is [a Note bearing interest on a fixed rate basis (a “Fixed-Rate Note”)] [a Note bearing interest on a floating rate basis (a “Floating-Rate Note”)]. This Note is a Senior Note (as defined herein). Notes in definitive form, issued only in fully registered form without coupons in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (referred to as the Specified Denomination). The Issuer will procure that the register of Noteholders certain limited circumstances, are to be kept by the Registrar outside the United Kingdom (the Register)issued with Coupons attached. Title Subject as set forth below, title to the Notes and the Coupons will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notesby delivery. The Issuer Corporation, the Replacement Agent (as defined in the Amended and Restated Agency Agreement) and any Paying Agent may to the fullest extent permitted by applicable law deem and treat the registered holder bearer of any Note or Coupon as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the any Global NotesNote, without prejudice to the provisions set out in the next succeeding paragraph. For so So long as any of the Notes are represented by the a Global Notes Note held on behalf of DTC, Euroclear or and/or Clearstream, as applicableLuxembourg, each person who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of Notes standing on the account of any person shall be deemed to be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer Corporation, the Issuing and Principal Paying Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than purposes, except with respect to the payment of principal principal, interest or interest other amounts on the Notes, for which purpose the registered holder bearer of the relevant Global Notes Note shall be treated by the Issuer Corporation, the Issuing and Principal Paying Agent and any Paying Agent as the holder of such Notes in accordance with and subject to the terms of the relevant Global Notes Note (and the expressions “Noteholder, ” and 3 Modify if needed. “holder (in relation to any Note) of Notes” and related expressions shall be construed accordingly). Notes which that are represented by the a Global Notes Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear or of Clearstream, Luxembourg as the relevant Clearing Systemcase may be. For so long as any of the [The Notes are represented by the Global Notes held on behalf issued in minimum denominations of DTC, Euroclear and Clearstream, increments of in the event excess of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such time. References to DTC, Euroclear and Clearstream shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Fiscal Agent..]4 5

Form, Denomination and Title. The Notes shall are in bearer form and, in the case of definitive Notes, serially numbered, in the Specified Currency and the Specified Denomination(s) specified in the applicable Final Terms. This Note may (i) bear interest calculated by reference to one or more fixed rates of interest (such Note, a "Fixed Rate Note"), (ii) bear interest calculated by reference to, in the case of an initial period, an initial fixed rate of interest and, thereafter, the applicable fixed rate of interest that has been determined pursuant to the reset provisions contained in these Terms and Conditions, by reference to a mid-market swap rate for the Specified Currency (such Note, a "Reset Note"), (iii) bear interest calculated by reference to one or more floating rates of interest (such Note, a "Floating Rate Note"), (iv) be issued only in fully registered form without coupons in denominations on a non-interest bearing basis and be offered and sold at a discount to its nominal amount (such Note, a "Zero Coupon Note") or (v) be a combination of U.S.$200,000 and integral multiples any of U.S.$1,000 in excess thereof (referred to the foregoing. Subject as the Specified Denomination). The Issuer will procure that the register of Noteholders to be kept by the Registrar outside the United Kingdom (the Register). Title set out below, title to the Notes and Coupons will pass upon registration of transfers by delivery. The Issuer, the Replacement Agent (as defined in accordance with the provisions of the Agency Agreement and the Notes. The Issuer Agreement) and any Paying Agent may (to the fullest extent permitted by applicable law law) deem and treat the registered holder bearer of any Note or Coupon as the absolute owner thereof (whether or not the same are such Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the Global Notesany global Note, without prejudice to the provisions set out in the next two succeeding paragraphparagraphs. The holder of each Coupon, whether or not such Coupon is attached to a Note, shall be subject to and bound by all the provisions contained in the relevant Note. For so long as any of the Notes are of this Tranche is represented by a global Note (including Notes issued in new global note ("NGN") form, as specified in the Global Notes applicable Final Terms) held on behalf of DTC, Euroclear or Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, as applicableLuxembourg"), each person who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer Issuer, the Trustee and any Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or and interest on the such Notes, for the right to which purpose shall be vested, as against the registered holder Issuer, the Trustee and any Paying Agent, solely in the bearer of the Global Notes shall be treated by the Issuer and any Agent as the holder of such Notes relevant global Note in accordance with and subject to its terms (or the terms of Trustee in accordance with the Global Notes Trust Deed) (and the expressions "Noteholder, " and "holder (in relation to any Note) of Notes" and related expressions shall be construed accordingly). Notes which are represented by the Global Notes a global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear or of Clearstream, Luxembourg, as the relevant Clearing Systemcase may be. For so long as any of the Notes are in this Tranche is represented by the Global Notes a global Note held by or on behalf of DTCthe Hong Kong Monetary Authority as operator (the "CMU Operator") of the Central Moneymarkets Unit Service ("CMU"), Euroclear each person for whose account a relevant interest in such global Note is credited as being held by the CMU Operator, as notified to the CMU Lodging and ClearstreamPaying Agent by the CMU Operator in a relevant CMU Issue Position Report or in any other relevant notification by the CMU Operator (which notification, in the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures either case, shall be conclusive evidence of the relevant Clearing System, records of the terms hereof CMU Operator save in the case of manifest error) shall be deemed to be amended to reflect the relevant rules holder of a corresponding nominal amount of the Notes (and operating procedures the holder of the relevant Clearing System in effect at such time. References to DTC, Euroclear and Clearstream shall, whenever the context so permits, global Note shall not be deemed to include a reference be the holder) for all purposes other than with respect to any additional the payment of principal or alternative clearing system approved by interest on such Notes, the Issuer right to which shall be vested, as against the Issuer, the Trustee and the Fiscal CMU Lodging and Paying Agent, solely in the bearer of such global Note and for which purpose the bearer of such global Note shall be deemed to be the holder of such nominal amount of such Notes in accordance with and subject to its terms (or the Trustee in accordance with the Trust Deed) (and the expressions "Noteholder", "holder of Notes" and related expressions shall be construed accordingly). For these purposes, a notification from the CMU shall be conclusive and binding evidence of the identity of any holder of Notes and the nominal amount of any Notes represented by such global Note credited to its account (save in the case of manifest error).

Form, Denomination and Title. The Notes shall will be issued only in fully registered form without coupons form. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a combination of any of the foregoing, depending upon the Interest/Payment Basis specified in denominations the applicable Final Terms. Subject as set out below, title to the Notes shall, subject to any mandatory rules of U.S.$200,000 and integral multiples of U.S.$1,000 law, will pass by registration in excess thereof the applicable register (referred to as the Specified Denomination). The Issuer will procure “Register”) that the register of Noteholders Issuer shall procure to be kept by the Registrar outside the United Kingdom (the Register). Title to the Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notes. The Issuer and any Agent may to the fullest extent permitted by applicable law deem and treat the registered holder of any Note as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the Global Notes, without prejudice to the provisions set out in the next succeeding paragraphAgreement. For so long as any of the Notes are is represented by the a Global Notes Note held on behalf of DTCEuroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, Euroclear or société anonyme (“Clearstream, as applicableLuxembourg”), each person who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer Issuer, the Registrar and any Agent Paying Agent, as applicable, as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, for which purpose the registered holder of the relevant Global Notes Note shall be treated by the Issuer Issuer, the Agent, the Registrar and any Paying Agent as the holder of such Notes in accordance with and subject to the terms of the relevant Global Notes Note (and the expressions “Noteholder, ” and “holder (in relation to any Note) of Notes” and related expressions shall be construed accordingly). Notes which are represented by the Global Notes will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Any reference herein to Euroclear and and/or Clearstream, in the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such time. References to DTC, Euroclear and Clearstream Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Fiscal AgentAgent or Registrar, as applicable.

Form, Denomination and Title. The Notes shall are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the “Specified Currency”) and the denominations (the “Specified Denomination(s)”) specified in the applicable Final Terms. Notes of one Specified Denomination may not be issued only in fully registered form without coupons in denominations exchanged for Notes of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (referred to as the another Specified Denomination). The Issuer will procure that This Note may be a Fixed Rate Note or a Floating Rate Note, or a combination of the register of Noteholders to be kept by foregoing, depending upon the Registrar outside Interest Basis shown in the United Kingdom (the Register)applicable Final Terms. Title Definitive Notes are issued with Coupons attached. Subject as set out below, title to the Notes and Coupons will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notesby delivery. The Issuer and any Paying Agent may to the fullest extent permitted will (except as otherwise required by applicable law law) deem and treat the registered holder bearer of any Note or Coupon as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the any Global NotesNote, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by the a Global Notes Note held on behalf of DTCEuroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg”), each person (other than Euroclear or Clearstream, as applicable, each person Luxembourg) who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and any Agent the Paying Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, for which purpose the registered holder bearer of the relevant Global Notes Note shall be treated by the Issuer and any Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Notes (Note and the expressions “Noteholder, ” and “holder (in relation to any Note) of Notes” and related expressions shall be construed accordingly). Notes which are represented by the a Global Notes Note will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and Clearstream, in Luxembourg, as the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such timecase may be. References to DTCEuroclear and/or Clearstream, Euroclear and Clearstream Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by specified in Part B of the Issuer and the Fiscal Agentapplicable Final Terms.

Form, Denomination and Title. The Notes shall be issued only are in fully bearer form or in registered form without coupons as specified in denominations the applicable Pricing Supplement and, in the case of U.S.$200,000 and integral multiples of U.S.$1,000 definitive Notes, serially numbered, in excess thereof the currency (referred to as the Specified Denomination). The Issuer will procure that Currency) and the register of Noteholders to be kept by the Registrar outside the United Kingdom denominations (the RegisterSpecified Denomination(s)) specified in the applicable Pricing Supplement. Title Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Pricing Supplement. Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in the Conditions are not applicable. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery and title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the NotesAgreement. The Issuer and any Agent may to the fullest extent permitted will (except as otherwise required by applicable law law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the any Global NotesNote, without prejudice to the provisions set out in the next succeeding paragraph. For so long as any of the Notes are is represented by the a Global Notes Note held on behalf of DTCEuroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream), each person (other than Euroclear or Clearstream, as applicable, each person ) who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream as to the nominal amount of such Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and any Agent the Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the such nominal amount of such Notes, for which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant Registered Global Notes Note shall be treated by the Issuer and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Notes (Note and the expressions Noteholder, Noteholder and holder (in relation to any Note) of Notes and related expressions shall be construed accordingly). Notes which are represented by the a Global Notes Note will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Euroclear and and/or Clearstream, in as the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such timecase may be. References to DTC, Euroclear and and/or Clearstream shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by specified in the Issuer and the Fiscal Agentapplicable Pricing Supplement.

Form, Denomination and Title. The Notes shall will be issued only in fully registered form without coupons form. This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a combination of any of the foregoing, depending upon the Interest/Payment Basis specified in denominations the applicable Final Terms. Subject as set out below, title to the Notes shall, subject to any mandatory rules of U.S.$200,000 and integral multiples of U.S.$1,000 law, will pass by registration in excess thereof the applicable register (referred to as the Specified Denomination). The Issuer will procure “Register”) that the register of Noteholders applicable Issuer shall procure to be kept by the Registrar outside the United Kingdom (the Register). Title to the Notes will pass upon registration of transfers in accordance with the provisions of the Agency Agreement and the Notes. The Issuer and any Agent may to the fullest extent permitted by applicable law deem and treat the registered holder of any Note as the absolute owner thereof (whether or not the same are overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of the Global Notes, without prejudice to the provisions set out in the next succeeding paragraphAgreement. For so long as any of the Notes are is represented by the a Global Notes Note held on behalf of DTCEuroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, Euroclear or société anonyme (“Clearstream, as applicableLuxembourg”), each person who is for the time being shown in the records of the relevant Clearing System Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of Notes standing to the account of any person shall be deemed to be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer Issuers, the Registrar and any Agent Paying Agent, as applicable, as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on the Notes, for which purpose the registered holder of the relevant Global Notes Note shall be treated by the Issuer Issuers, the Agent, the Registrar and any Paying Agent as the holder of such Notes in accordance with and subject to the terms of the relevant Global Notes Note (and the expressions “Noteholder, ” and “holder (in relation to any Note) of Notes” and related expressions shall be construed accordingly). Notes which are represented by the Global Notes will be transferable only in accordance with the rules and procedures for the time being of the relevant Clearing System. For so long as any of the Notes are represented by the Global Notes held on behalf of DTC, Any reference herein to Euroclear and and/or Clearstream, in the event of any inconsistency between the procedures set out herein and the applicable rules and operating procedures of the relevant Clearing System, the terms hereof shall be deemed to be amended to reflect the relevant rules and operating procedures of the relevant Clearing System in effect at such time. References to DTC, Euroclear and Clearstream Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the relevant Issuer and the Fiscal AgentAgent or Registrar, as applicable.